UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
iDreamSky Technology Limited
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
45173K 101(1)
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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).
(Continued on following pages)
| (1) | This CUSIP number applies to the Issuer’s American depositary shares, each representing four Class A ordinary shares. |
Page 1 of 6
| CUSIP No.: 45173K 101 |
| (1) | Name of reporting persons
THL A19 Limited | |||||
| (2) | Check the appropriate box if a member of a group* (a) ¨ (b) ¨
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
British Virgin Islands | |||||
Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
| (11) | Percent of class represented by amount in Row (9)
22.4%(1) | |||||
| (12) | Type of reporting person*
CO | |||||
| (1) | As a percentage of 173,912,753 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 21.7% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer. |
Page 2 of 6
| CUSIP No.: 45173K 101 |
| (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) | Citizenship or place of organization
Cayman Islands | |||||
Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares | |||||
| (10) | Check box if the aggregate amount in Row (9) excludes certain shares* ¨
| |||||
| (11) | Percent of class represented by amount in Row (9)
22.4%(1) | |||||
| (12) | Type of reporting person*
CO | |||||
| (1) | As a percentage of 173,912,753 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The voting power of the ordinary shares beneficially owned by the reporting person represents 21.7% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer. |
Page 3 of 6
| Item 1(a). | Name of Issuer: |
iDreamSky Technology Limited (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
16/F, A3 Building, Kexing Science Park, 15 Keyuan Road North, Nanshan District, Shenzhen, Guangdong, 518057, People’s Republic of China
| Item 2(a). | Name of Person Filing: |
THL A19 Limited
Tencent Holdings Limited
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
For both THL A19 Limited and Tencent Holdings Limited:
Level 29, Three Pacific Place
1 Queen’s Road East
Wanchai, Hong Kong
| Item 2(c). | Citizenship: |
THL A19 Limited: British Virgin Islands
Tencent Holdings Limited: Cayman Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value $0.0001 per share
| Item 2(e). | CUSIP Number: |
45173K 101*
| * | This CUSIP number applies to the Issuer’s American depositary shares, each representing four Class A ordinary shares. |
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not Applicable
| Item 4. | Ownership: |
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Each Class B ordinary shares is entitled to ten votes, whereas each Class A ordinary share is entitled to one vote.
| Number of shares as to which Such Person Has: | ||||||||||||||||||||||||
Reporting Person | Amount Beneficially Owned | Percent of Class | Sole Power to Vote or Direct the Vote | Shared Power to Vote or to Direct the Vote | Sole Power to Dispose or to Direct the Disposition of | Shared Power to Dispose or to Direct the Disposition of | ||||||||||||||||||
THL A19 Limited | 39,040,980 | (1) | 22.4 | %(2) | 39,040,980 | 0 | 39,040,980 | 0 | ||||||||||||||||
Tencent Holdings Limited | 39,040,980 | (3) | 22.4 | %(4) | 39,040,980 | 0 | 39,040,980 | 0 | ||||||||||||||||
Page 4 of 6
| (1) | Consist of (i) 21,520,490 Class A ordinary shares, and (ii) 17,520,490 Class B ordinary shares of the Issuer. |
| (2) | As a percentage of 173,912,753 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014. The voting power of the ordinary shares beneficially owned by the reporting person represents 21.7% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer. |
| (3) | Consist of 21,520,490 Class A ordinary shares and 17,520,490 Class B ordinary shares of the Issuer directly held by THL A19 Limited. THL A19 Limited is 95% owned by Tencent Holdings Limited and 5% owned by Tencent Growthfund Limited, which is in turn 100% owned by Tencent Holdings Limited. Tencent Holdings Limited is a public company listed on the Hong Kong Stock Exchange. Tencent Holdings Limited may be deemed to beneficially own all the ordinary shares held by THL A19 Limited, in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. |
| (4) | As a percentage of 173,912,753 total issued and outstanding Class A and Class B ordinary shares of the Issuer as of December 31, 2014. The voting power of the ordinary shares beneficially owned by the reporting person represents 21.7% of total outstanding voting power of all Class A and Class B ordinary shares of the Issuer. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not Applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group: |
Not Applicable
| Item 9. | Notice of Dissolution of Group: |
Not Applicable
| Item 10. | Certifications: |
Not Applicable
Page 5 of 6
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.
Dated: February 13, 2015
| THL A19 Limited | By: | /s/ Ma Huateng | ||||
| Name: | Ma Huateng | |||||
| Title: | Director | |||||
| Tencent Holdings Limited | By: | /s/ Ma Huateng | ||||
| Name: | Ma Huateng | |||||
| Title: | Director | |||||
Page 6 of 6
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
Exhibit | Description | |
| A | Joint Filing Agreement | |
Exhibit A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value $0.0001 per share, of iDreamSky Technology Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2015.
| THL A19 Limited | By: | /s/ Ma Huateng | ||||
| Name: | Ma Huateng | |||||
| Title: | Director | |||||
| Tencent Holdings Limited | By: | /s/ Ma Huateng | ||||
| Name: | Ma Huateng | |||||
| Title: | Director | |||||
[Signature Page to Joint Filing Agreement, Schedule 13G]
