Insider filing report for Changes in Beneficial Ownership
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 7)*
Under the Securities Exchange Act of 1934
The9 Limited
(Name of Issuer)
Class A ordinary shares, par value US$0.01 per share
(Title of Class of Securities)
88337K203**
(CUSIP Number)
|
Jun Zhu Incsight Limited c/o 17 Floor, No. 130 Wu Song Road Hong Kou District, Shanghai 200080 People’s Republic of China
|
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 17, 2020
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 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.
** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing three Class A ordinary shares of The9 Limited.
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. | 88337K203 |
| 1 |
NAMES OF REPORTING PERSONS
Jun Zhu | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS (See Instructions)
PF, OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | ||
|
NUMBER OF SHARES OWNED BY EACH REPORTING PERSON
|
7 |
SOLE VOTING POWER
39,370,879 ordinary shares(1) | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
39,370,879 ordinary shares(1) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,370,879 ordinary shares(1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1%(2) | ||
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
IN | ||
| (1) | Consists of (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, and (ii) 7,500,000 Class B ordinary shares issued by the Issuer in the form of restricted shares, 19,500,000 Class A ordinary shares issued by the Issuer in the form of restricted shares and 5,351,451 Class A ordinary shares represented by ADSs held by Mr. Jun Zhu. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (2) | Based on 186,771,675 outstanding ordinary shares as a single class, being the sum of 173,164,341 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of June 23, 2020. |
| CUSIP No. | 88337K203 |
| 1 |
NAMES OF REPORTING PERSONS
Incsight Limited | ||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | ||
| 3 |
SEC USE ONLY
| ||
| 4 |
SOURCE OF FUNDS (See Instructions)
WC, OO | ||
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | ||
|
NUMBER OF SHARES OWNED BY EACH REPORTING PERSON
|
7 |
SOLE VOTING POWER
7,019,428 ordinary shares(1) | |
| 8 |
SHARED VOTING POWER
0 | ||
| 9 |
SOLE DISPOSITIVE POWER
7,019,428 ordinary shares(1) | ||
| 10 |
SHARED DISPOSITIVE POWER
0 | ||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,019,428 ordinary shares(1) | ||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ | ||
| 13 |
PERCENT OF CLASS REPRESEN TED BY AMOUNT IN ROW (11)
3.8%(2) | ||
| 14 |
TYPE OF REPORTING PERSON (See Instructions)
CO | ||
| (1) | Consists of 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (2) | Based on 186,771,675 outstanding ordinary shares as a single class, being the sum of 173,164,341 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of June 23, 2020. |
EXPLANATORY NOTE
This Amendment No. 7 (the “Amendment”) amends the Statement on Schedule 13D initially filed with the Securities and Exchange Commission (the “SEC”) on December 24, 2015, as amended by the Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6 to the Schedule 13D filed with the SEC on March 29, 2016, January 9, 2017, July 27, 2017, October 9, 2018, February 4, 2019 and July 1, 2019, respectively (the “Schedule 13D”), by Mr. Jun Zhu and Incsight Limited (the “Reporting Persons,” and each, a “Reporting Person”) with respect to the Class A ordinary shares and Class B ordinary shares, par value US$0.01 per share, of The9 Limited (the “Issuer”). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D. This Amendment is being filed to report a material change in beneficial ownership by the Reporting Persons, and amends Items 1, 2, 3 and 5 of the Schedule 13D. Except as provided herein, all other information in the Schedule 13D remains the same.
Item 1. Security and Issuer.
Item 1 of the Schedule 13D is hereby amended by the following.
This Schedule 13D relates to the Class A ordinary shares, par value US$0.01 per share, including Class A ordinary shares represented by American depositary shares (the “ADSs”), each representing three Class A ordinary shares, and Class B ordinary shares of The9 Limited (the “Issuer”), an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands. The ADSs are listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “NCTY.” The principal executive offices of the Issuer are located at 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is hereby amended by the following.
(a)–(c), (f) This Schedule 13D is being filed jointly by Jun Zhu (“Mr. Zhu”) and Incsight Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Incsight,” together with Mr. Zhu, the “Reporting Persons,” and each, a “Reporting Person”).
Mr. Zhu is the Chairman of the Board of Directors and Chief Executive Officer of the Issuer. Mr. Zhu is a citizen of the Republic of Singapore. The principal business address of Mr. Zhu is c/o 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.
Incsight is principally an investment holding vehicle and is wholly owned and controlled by Mr. Zhu. The principal business address of Incsight is c/o 17 Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, People’s Republic of China.
(d), (e) During the past five years, none of any Reporting Person or (a) any partner, executive officer or director of any Reporting Person, (b) any person controlling any Reporting Person or (c) any partner, executive officer or director of any person ultimately in control of any Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) has 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby supplemented by the following.
On May 26, 2020, Mr. Zhu sold 1,000 ADSs of the Issuer in the open market at US$0.59 per ADS.
On June 17, 2020, the Compensation Committee, Audit Committee and the Board of Directors of the Issuer authorized and approved the issuance of an aggregate number of 19,500,000 Class A ordinary shares in the form of restricted shares to Mr. Jun Zhu pursuant to Eighth Amended and Restated 2004 Stock Option Plan of the Issuer. Pursuant to the restricted shares award agreements, among the 19,500,000 restricted Class A ordinary shares, 7,500,000 restricted Class A ordinary shares are subject to restrictions on transferability that would be removed once the Issuer regains compliance with the minimum bid price requirement set forth in Rule 5550(a)(2) of the Nasdaq Listing Rules and the minimum market value of listed securities requirement set forth in Rule 5550(b)(2) of the Nasdaq Listing Rules, and 12,000,000 restricted Class A ordinary shares are subject to restrictions on transferability for a six-month period that would be removed in three equal installments once the underlying service period conditions are met. In the event that the performance targets or the service period conditions are not met, the underlying restricted Class A ordinary shares may be forfeited and cancelled.
Item 5. Interest in Securities of the Issuer.
The first paragraph under Item 5(a)–(b) of the Schedule 13D is hereby amended and restated as follows.
(a)–(b) The following information with respect to the ownership of the ordinary shares beneficially owned by the Reporting Persons filing this statement on Schedule 13D/A is provided as of June 23, 2020.
For Mr. Jun Zhu
| Class A common shares | Class B common shares | Total common shares on the as- converted basis | Percentage of Aggregate Voting Power | |||||||||||||
| (a) Amount beneficially owned | 25,763,545 | (1) | 13,607,334 | (1) | 39,370,879 | (1) | — | |||||||||
| (b) Percent of class: | 14.9 | %(2) | 100.0 | %(3) | 21.1 | %(4) | 82.7 | %(5) | ||||||||
| (c) Number of shares as to which the person has: | ||||||||||||||||
| (i) Sole power to vote or to direct the vote | 25,763,545 | (1) | 13,607,334 | (1) | 39,370,879 | (1) | — | |||||||||
| (ii) Shared power to vote or to direct the vote | 0 | 0 | 0 | — | ||||||||||||
| (iii) Sole power to dispose or to direct the disposition of | 25,763,545 | (1) | 13,607,334 | (1) | 39,370,879 | (1) | — | |||||||||
| (iv) Shared power to dispose or to direct the disposition of | 0 | 0 | 0 | — | ||||||||||||
Notes:
| (1) | Includes (i) 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu, and (ii) 7,500,000 Class B ordinary shares issued by the Issuer in the form of restricted shares, 19,500,000 Class A Ordinary Shares and 5,351,451 Class A ordinary shares represented by ADSs held by Mr. Jun Zhu. |
| (2) | Based on 173,164,341 Class A ordinary shares outstanding as of June 23, 2020. |
| (3) | Based on 13,607,334 Class B ordinary shares outstanding as of June 23, 2020. |
| (4) | The percentage of the class of securities beneficially owned by the Reporting Person is based on 186,771,675 outstanding ordinary shares as a single class, being the sum of 173,164,341 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of June 23, 2020. |
| (5) | For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifty votes per share on all matters submitted to them for a vote. |
For Incsight Limited
| Class A common shares | Class B common shares | Total common shares on the as- converted basis | Percentage of Aggregate Voting Power | |||||||||||||
| (a) Amount beneficially owned | 912,094 | (1) | 6,107,334 | (1) | 7,019,428 | (1) | — | |||||||||
| (b) Percent of class: | 0.5 | %(2) | 44.9 | %(3) | 3.8 | %(4) | 35.9 | %(5) | ||||||||
| (c) Number of shares as to which the person has: | ||||||||||||||||
| (i) Sole power to vote or to direct the vote | 912,094 | (1) | 6,107,334 | (1) | 7,019,428 | (1) | — | |||||||||
| (ii) Shared power to vote or to direct the vote | 0 | 0 | 0 | — | ||||||||||||
| (iii) Sole power to dispose or to direct the disposition of | 912,094 | (1) | 6,107,334 | (1) | 7,019,428 | (1) | — | |||||||||
| (iv) Shared power to dispose or to direct the disposition of | 0 | 0 | 0 | — | ||||||||||||
Notes:
| (1) | Includes 6,107,334 Class B ordinary shares and 912,094 Class A ordinary shares represented by American depositary shares held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Mr. Jun Zhu. |
| (2) | Based on 173,164,341 Class A ordinary shares outstanding as of June 23, 2020. |
| (3) | Based on 13,607,334 Class B ordinary shares outstanding as of June 23, 2020. |
| (4) | The percentage of the class of securities beneficially owned by the Reporting Person is based on 186,771,675 outstanding ordinary shares, being the sum of 173,164,341 Class A ordinary shares and 13,607,334 Class B ordinary shares outstanding as of June 23, 2020. |
| (5) | For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s Class A and Class B ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to fifty votes per share on all matters submitted to them for a vote. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 23, 2020
| /s/ Jun Zhu | ||
| Jun Zhu | ||
| Incsight Limited | ||
| By: | /s/ Jun Zhu | |
| Name: | Jun Zhu | |
| Title: | Director | |