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Update of Global Medium Term Note Programme Proposed Issue of Notes Under the Global Medium Term Note Programme and Extract of F

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Update of Global Medium Term Note Programme Proposed Issue of Notes Under the Global Medium Term Note Programme and Extract of F Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management and financial statements. The Company does not intend to make any public offering of securities in the United States. UPDATE OF GLOBAL MEDIUM TERM NOTE PROGRAMME PROPOSED ISSUE OF NOTES UNDER THE GLOBAL MEDIUM TERM NOTE PROGRAMME AND EXTRACT OF FINANCIAL INFORMATION References are made to the announcements of the Company dated 10 April 2014, 24 April 2015, 9 January 2018, 1 April 2019 and 25 May 2020 in relation to the establishment, increase of the Programme Limit and update of the Programme. The Board is pleased to announce that on 13 April 2021, the Company has updated the Programme to include, among other things, the Company’s recent corporate and financial information and increase the Programme Limit from US$20 billion to US$30 billion (or its equivalent in other currencies). – 1 – The Company also proposes to conduct an international offering of the Proposed Notes to certain professional investors. The Proposed Notes will be issued in series with different issue dates and terms and may be denominated in any currency subject to compliance with all relevant laws, regulations and directives. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interests. None of the Proposed Notes will be offered to the public in Hong Kong, the United States, or any other jurisdictions, nor will the Proposed Notes be placed to any connected person(s) of the Company. As at the date of this announcement, the Company has an aggregate principal amount of US$18 billion outstanding Notes under the Programme. In connection with the Programme and the Proposed Notes Issue, the Company will provide certain professional investors with recent corporate and financial information. For the purposes of a transparent and timely dissemination of information to Shareholders and the broader investment community, an extract of the relevant information which relates to the management’s discussion and analysis of financial condition and results of the operations of the Group is attached hereto. The Company has appointed Morgan Stanley, BofA Securities and Deutsche Bank as the arrangers under the Programme. Morgan Stanley, BofA Securities, Goldman Sachs (Asia) L.L.C. and HSBC are the joint global coordinators in respect of the Proposed Notes Issue. As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interests. Investors and Shareholders are advised to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Notes Issue will be made by the Company as and when appropriate. – 2 – UPDATE OF THE PROGRAMME Introduction References are made to the announcements of the Company dated 10 April 2014, 24 April 2015, 9 January 2018, 1 April 2019 and 25 May 2020 in relation to the establishment, increase of the Programme Limit and update of the Programme. The Board is pleased to announce that on 13 April 2021, the Company has updated the Programme to include, among other things, the Company’s recent corporate and financial information and increase the Programme Limit from US$20 billion to US$30 billion (or its equivalent in other currencies). The Company has appointed Morgan Stanley, BofA Securities and Deutsche Bank as the arrangers under the Programme by way of a dealer agreement dated 10 April 2014 (as amended and restated by an amended and restated dealer agreement dated 24 April 2015 which was further amended on 1 April 2019, 25 May 2020 and 13 April 2021). As at the date of this announcement, the Company has an aggregate principal amount of US$18 billion outstanding Notes under the Programme. Listing An application has been made by the Company to the Stock Exchange for the listing of the Programme with the increased Programme Limit of US$30 billion within a period of 12 months after 13 April 2021 by way of debt issues (to certain professional investors only). In relation to any issue of the Notes, the Company has the option to agree with the relevant dealer(s) to list the Notes on the Stock Exchange or any other recognised stock exchanges. Proposed use of net proceeds The Company currently intends to use the net proceeds from each issue of the Notes, including the Proposed Notes, for the Company’s general corporate purposes. If, in respect of any particular issue, there is a particular identified use of proceeds, this will be stated in the applicable Pricing Supplement. – 3 – PROPOSED NOTES ISSUE Introduction The Company proposes to conduct an international offering of the Proposed Notes to certain professional investors. In connection with the Programme and the Proposed Notes Issue, the Company will provide certain professional investors with recent corporate and financial information. For the purposes of a transparent and timely dissemination of information to Shareholders and the broader investment community, an extract of the relevant information which relates to the management’s discussion and analysis of financial condition and results of the operations of the Group is attached hereto. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interests. Morgan Stanley, BofA Securities, Goldman Sachs (Asia) L.L.C. and HSBC are the joint global coordinators in respect of the Proposed Notes Issue. The Proposed Notes have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. The Proposed Notes will only be offered (i) in the United States to qualified institutional buyers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A or in transactions not subject to the registration requirements of the U.S. Securities Act and (ii) in offshore transactions to Non-U.S. Persons in compliance with Regulation S. None of the Proposed Notes will be offered to the public in Hong Kong, the United States, or any other jurisdictions, nor will the Proposed Notes be placed to any connected person(s) of the Company. Listing The Company intends to seek a listing of the Proposed Notes on the Stock Exchange. Admission of the Proposed Notes to the official list of the Stock Exchange and quotation of the Proposed Notes on the Stock Exchange is not to be taken as an indication of the merits of the Company or the Proposed Notes. – 4 – GENERAL As no binding agreement in relation to the Proposed Notes Issue has been entered into as at the date of this announcement, the Proposed Notes Issue may or may not materialise. The completion of the Proposed Notes Issue is dependent on several factors, including but not limited to global market conditions, corporate needs of the Company and investors’ interests. Investors and Shareholders are advised to exercise caution when dealing in the securities of the Company. Further announcement in respect of the Proposed Notes Issue will be made by the Company as and when appropriate. DEFINITION In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings: Term Definition “Board” the board of directors of the Company “BofA Securities” Merrill Lynch (Asia Pacific) Limited “Company” Tencent Holdings Limited, a limited liability company organised and existing under the laws of the Cayman Islands and the shares of which are listed on the SEHK “connected person(s)” has the meaning ascribed to it under the Listing Rules “Deutsche Bank” Deutsche Bank AG, Singapore Branch “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region “HSBC” The Hongkong and Shanghai Banking Corporation Limited – 5 – “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Morgan Stanley” Morgan Stanley & Co. International plc “Non-U.S. Persons” persons who are not U.S. persons as defined under Regulation S “Notes” the medium term notes under the Programme “Pricing Supplement” the document which sets out the terms specific to each series of the Notes “Programme” the global medium term note programme established by the Company by way of a dealer agreement dated 10 April 2014 (as amended and restated by an amended and restated dealer agreement dated 24 April 2015 which was further amended on 1 April 2019, 25 May 2020 and 13 April 2021) and as updated and modified from time to time “Programme Limit” the maximum aggregate principal amount of the Notes which may be outstanding at any one time “Proposed Notes” the Notes proposed to be issued “Proposed Notes Issue” the issue of the Proposed Notes “Regulation S” Regulation S under the U.S.
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