Davis Polk, Slaughters and Freshfields called in for secondary listing of Tencent Music in Hong Kong

Chinese firms Han Kun Law Offices and CM Law firm also act on the matter along with offshore specialists Maples Group

A raft of firms including Davis Polk & Wardwell, Slaughter and May and Freshfields Bruckhaus Deringer have advised on the secondary listing of Tencent Music Entertainment (TME) Group on the Hong Kong Stock Exchange. 

The listing by introduction – which enables companies that are listed on another stock exchange to add a secondary listing without selling any new shares – is the latest in a growing trend of Chinese companies that are listed on US exchanges to list their shares closer to home as relations between Beijing and Washington remain frosty. 

TME’s shares closed at HK$18.22 on Wednesday, having listed at a price of HK$18. Two class A shares in Hong Kong are equivalent to one American depository receipt (ADR) in New York, Bloomberg noted. Holders of the ADRs have the option to exchange them for class A shares in Hong Kong.

TME’s parent company, Chinese tech giant Tencent Holdings, has been listed on the main Hong Kong Stock Exchange since 2004, while TME has been listed on the New York Stock Exchange since 2018 when it raised just over $1bn. TME shares in New York are currently trading around two-thirds below their listing price, Bloomberg data show. TME is the largest online music entertainment platform in China. 

A Slaughter and May team led by Hong Kong-based partners Peter Brien and Jing Chen advised Tencent Holdings on TME’s listing in Hong Kong. The team included counsel Edward Lau and associate Florence Ha. 

Meantime, Davis Polk advised TME on Hong Kong and US law. The team was led by corporate partners Li He and Yang Chu and included counsel Kevin Zhang, associates Jennifer Ng and Jeffrey Lee and registered foreign lawyers Sarah Shi, Yin Wu and Jerry Wu. Counsel Alon Gurfinkel provided tax advice and counsel Jonathan Chang provided US litigation advice. 

Beijing-based law firm Han Kun Law Offices advised TME on PRC law, while offshore specialists Maples Group acted as Cayman Islands legal counsel. 

The listing’s joint sponsors, JP Morgan and Goldman Sachs, were advised by Freshfields on Hong Kong and US law and by Shanghai boutique CM Law Firm on PRC law.  

Both Slaughters and Davis Polk are longterm advisers to Tencent, Davis Polk having led on TME's US IPO.

Late last year, Slaughters’ corporate finance and M&A partner Charlton Tse left the firm to join Tencent as a senior in-house advisor. Tse, who was previously based in Hong Kong, was promoted to partner at Slaughters back in 2014. Tencent is headquartered in Shenzen.

Other US-listed Chinese companies to list in Hong Kong by way of introduction include electrical vehicle maker Nio, real estate business KE Holdings and banking tech provider OneConnect Financial Technology.

In June, Freshfields Bruckhaus Deringer and Kirkland & Ellis advised on the Hong Kong listing of special purpose acquisition company (SPAC) Vision Deal – the second SPAC to be issued on the exchange after new rules were introduced in January to allow such listings following a boom in SPAC issuance in the US.


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