Sec Form 13D Filing - Tencent Holdings Ltd filing for DouYu International Holdings Ltd (DOYU) - 2021-07-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

DouYu International Holdings Limited

(Name of Issuer)

Ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

25985W105**

(CUSIP Number)

Tencent Holdings Limited

29/F., Three Pacific Place,

No. 1 Queen’s Road East, Wanchai, Hong Kong

Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 12, 2021

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☒

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

**

There is no CUSIP number assigned to the ordinary shares. CUSIP number 25985W105 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Select Market under the symbol “DOYU.” Each ten ADS represents one ordinary share of the Issuer.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 25985W105    SCHEDULE 13D/A    Page 2 of 6 pages

 

  1    

  NAME OF REPORTING PERSONS

 

  Tencent Holdings Limited

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  WC

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  12,070,080

     8   

  SHARED VOTING POWER

 

  0

     9   

  SOLE DISPOSITIVE POWER

 

  12,070,080

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,070,080

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  37.2%

14  

  TYPE OF REPORTING PERSON

 

  CO


CUSIP No. 25985W105    SCHEDULE 13D/A    Page 3 of 6 pages

 

  1    

  NAME OF REPORTING PERSONS

 

  Nectarine Investment Limited

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS

 

  AF

  5  

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  British Virgin Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7     

  SOLE VOTING POWER

 

  12,070,080

     8   

  SHARED VOTING POWER

 

  0

     9   

  SOLE DISPOSITIVE POWER

 

  12,070,080

   10   

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  12,070,080

12  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  37.2%

14  

  TYPE OF REPORTING PERSON

 

  CO


CUSIP No. 25985W105    SCHEDULE 13D/A    Page 4 of 6 pages

 

This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on October 14, 2020, (as amended to date, the “Schedule 13D”), relating to the ordinary shares, par value US$0.0001 per share (“Ordinary Shares”), and American depositary shares, each ten of which representing one Ordinary Shares, of DouYu International Holdings Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.

 

Item 2.

Identity and Background

Schedule A (attached hereto) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:

Attached hereto as Schedule A, and incorporated herein by reference, is information concerning each director and executive officer of the Reporting Persons (collectively, the “Related Persons”), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.

(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of the Related Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

Merger Termination Agreement

On July 12, 2021, HUYA, Merger Sub, the Issuer and Nectarine entered into a termination agreement (the “Merger Termination Agreement”), pursuant to which the Merger Agreement and Plan of Merger, dated October 12, 2020, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated. As a result, the voting agreements (each a “Voting Agreement” and together, the “Voting Agreements”) dated as of October 12, 2020 entered into by HUYA, Nectarine and, solely for the limited purposes set forth therein, the Issuer, with each of Mr. Shaojie Chen and Mr. Wenming Zhang, were terminated upon termination of the Merger Agreement, pursuant to the Voting Agreements.

Share Transfer Termination Agreement

On July 12, 2021, Nectarine and Mr. Chen entered into a termination agreement (the “Share Transfer Termination Agreement”), pursuant to which the Share Transfer Agreement, dated October 12, 2020, was terminated.

The foregoing descriptions of the Merger Termination Agreement and Share Transfer Termination Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, which are attached hereto and incorporated herein by reference.

 

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

Items 7 through 11 and 13 of each of the cover page of this Schedule 13D for the Reporting Persons are incorporated herein by reference.

As of the date hereof:

Tencent is the parent company of Nectarine. Tencent may be deemed to be the beneficial owner, and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of 12,070,800 Ordinary Shares held of record by Nectarine, representing 37.2% of the total issued and outstanding Ordinary Shares.

The beneficial ownership percentage above is calculated based on 32,440,979 Ordinary Shares issued and outstanding as of March 31, 2021, as reported in the Issuer’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission on April 30, 2021.


CUSIP No. 25985W105    SCHEDULE 13D/A    Page 5 of 6 pages

 

To the knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Ordinary Shares.

(c) Except as described in Item 4 above, during the past 60 days, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the Related Persons, has effected any transactions in the Ordinary Shares.

(d) Except as set forth in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule D is hereby amended and supplemented by adding the following:

Item 4 above summarizes certain provisions of the Merger Termination Agreement, and Share Transfer Termination Agreement and is incorporated herein by reference. A copy of each of these agreements is attached as an exhibit to this Schedule 13D and incorporated herein by reference.

 

Item 7.

Materials to be Filed as Exhibits

Item 7 of the Schedule D is hereby amended and supplemented by adding the following exhibits:

 

Exhibit
Number

  

Description

6    Merger Termination Agreement, dated July 12, 2021, by and among HUYA Inc., Tiger Company Ltd., DouYu International Holdings Limited and, solely for the limited purposes set forth therein, Nectarine Investment Limited (incorporated by reference to Exhibit 99.2 to the Issuer’s Current Report on Form 6-K filed with the SEC on July 12, 2021)
7  & #xA0; Share Transfer Termination Agreement, dated as of July 12, 2021, by and between Mr. Shaojie Chen and Nectarine Investment Limited


CUSIP No. 25985W105    SCHEDULE 13D/A    Page 6 of 6 pages

 

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: July 14, 2021

 

TENCENT HOLDINGS LIMITED
By:  

/s/ Martin Lau

Name:   Martin Lau
Title:   Authorized Signatory

 

NECTARINE INVESTMENT LIMITED
By:  

/s/ Martin Lau

Name:   Martin Lau
Title:   Authorized Signatory

[Signature Page to Schedule 13D/A – DouYu International Holdings Limited]


SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS

Directors and Executive Officers of Tencent Holdings Limited

The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.

 

Name

  

Present Principal Employment

  

Citizenship

Directors:

     

Ma Huateng

   Chairman of the Board and Executive Director    People’s Republic of China

Lau Chi Ping Martin

   Executive Director    People’s Republic of China (Hong Kong SAR)

Jacobus Petrus (Koos) Bekker

   Non-Executive Director    Republic of South Africa

Charles St Leger Searle

   Non-Executive Director    Republic of South Africa

Li Dong Sheng

   Independent Non-Executive Director    People’s Republic of China

Ian Charles Stone

   Independent Non-Executive Director    People’s Republic of China (Hong Kong SAR)

Yang Siu Shun

   Independent Non-Executive Director    People’s Republic of China (Hong Kong SAR)

Ke Yang

   Independent Non-Executive Director    People’s Republic of China

Executive officers:

     

Ma Huateng

   Chief Executive Officer    People’s Republic of China

Lau Chi Ping Martin

   President    People’s Republic of China (Hong Kong SAR)

Xu Chenye

   Chief Information Officer    People’s Republic of China

Ren Yuxin

   Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group    People’s Republic of China

James Gordon Mitchell

   Chief Strategy Officer and Senior Executive Vice President    United Kingdom of Great Britain and Northern Ireland

David A M Wallerstein

   Chief Exploration Officer and Senior Executive Vice President    United States of America

John Shek Hon Lo

   Chief Financial Officer and Senior Vice President    People’s Republic of China (Hong Kong SAR)

Directors and Executive Officers of Nectarine Investment Limited

The names of the directors and the names and titles of the executive officers of Nectarine Investment Limited and their principal occupations are set forth below. The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Nectarine Investment Limited.

 

Name

  

Present Principal Employment

  

Citizenship

Directors:      
Ma Huateng    Director    People’s Republic of China
Charles St Leger Searle    Director    Republic of South Africa
Executive officers:      
N/A