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)
HUYA Inc.
Building A3, E-Park, 280 Hanxi Road
Panyu District, Guangzhou 511446
People’s Republic of China
With copies to:
Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP c/o 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central, Hong Kong +852 3740-4700 | Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Jing An Kerry Centre, Tower II, 46th Floor 1539 Nanjing West Road Shanghai 200040 People’s Republic of China +86 (21) 6193 8200 |
(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 §§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.
| * | This statement on Schedule 13D constitutes Amendment No.1 to the initial Schedule 13D (the “Original Schedule 13D”) filed on October 14, 2020 by HUYA Inc., with respect to ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”) of DouYu International Holdings Limited, a Cayman Islands company (the “Issuer”). |
| ** | The CUSIP number of 25985W105 applies to the American depositary shares of the Issuer (“ADSs”). Every ten ADSs represent one Ordinary Share, par value US$0.0001 per share. |
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 | Page 2 of 4 Pages |
| 1 | NAMES OF REPORTING PERSONS
HUYA Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS (See Instructions)
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
Cayman Islands | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0 | |||||
| 14 | TYPE OF REPORTING PERSON (See Instructions)
CO | |||||
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| CUSIP No. 25985W105 | Page 3 of 4 Pages |
Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 1”) amends and supplements the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby amended and restated as follows:
On July 12, 2021, HUYA Inc., an exempted company organized under the laws of the Cayman Islands (“HUYA”), Tiger Company Ltd., a direct wholly owned subsidiary of HUYA (“Merger Sub”), the Issuer, and Nectarine Investment Limited, a wholly owned subsidiary of Tencent Holdings Limited (“Tencent”), entered into a termination agreement, pursuant to which the Agreement and Plan of Merger, dated October 12, 2020, by and among the same parties, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect. 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, Tencent, 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 Section 6 of each of the Voting Agreements. Following termination of the Voting Agreements, HUYA ceases to share beneficial ownership over an aggregate of 5,451,868 Ordinary Shares beneficially owned by Mr. Shaojie Chen and Mr. Wenming Zhang.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and restated as follows:
The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference into this Item 4.
Except as set forth herein, neither HUYA nor, to the best of its knowledge, any of the persons named in Schedule A hereto, has any present plans or proposals that relate to or would result in any of the transactions described in other paragraphs of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated as follows:
(a)–(b) Following termination of the Voting Agreements, HUYA ceases to share beneficial ownership over an aggregate of 5,451,868 Ordinary Shares beneficially owned by Mr. Shaojie Chen and Mr. Wenming Zhang.
Except as disclosed in this Schedule 13D, neither HUYA nor, to the knowledge of HUYA, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Share or have the right to acquire any Ordinary Share.
Except as disclosed in this Schedule 13D, neither HUYA nor, to the knowledge of HUYA, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares which it may be deemed to beneficially own.
(c) Except as disclosed in this Schedule 13D, neither HUYA nor, to the knowledge of HUYA, any of the persons listed in Schedule A hereto, has effected any transactions in the securities of the Issuer during the last 60 days.
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| CUSIP No. 25985W105 | Page 4 of 4 Pages |
(d) None.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule D is hereby amended and supplemented by adding the following exhibit:
4
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: July 14, 2021
| HUYA Inc. | ||
| By: | /s/ Catherine Xiaozheng Liu | |
| Name: | Catherine Xiaozheng Liu | |
| Title: | Chief Financial Officer | |
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF HUYA
Name | Position with HUYA | Present Principal Occupation | Business Address | Citizenship | ||||
| Lingdong Huang | Chairman of Board of Directors | General Manager at Tencent Holdings Limited’s Interactive Entertainment Group | Building C, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China | People’s Republic of China | ||||
| Rongjie Dong | Director, Chief Executive Officer | * | Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou 511446, People’s Republic of China | People’s Republic of China | ||||
| David Xueling Li | Director | Co-founder, Chairman and Chief Executive Officer of JOYY Inc. | Building B-1, North Block of Wanda Plaza, No. 79 Wanbo 2nd Road, Panyu District, Guangzhou, 511442, the People’s Republic of China | People’s Republic of China | ||||
| Cheng Yun Ming Matthew | Director | Corporate Vice President of Tencent Holdings Limited | 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) | ||||
| Hai Tao Pu | Director | Co-head of Legal Department at Tencent Holdings Limited | 29/F, Three Pacific Place, 1 Queen’s Road East, Wanchai, Hong Kong | People’s Republic of China (Hong Kong SAR) | ||||
| Guang Xu | Director | General Manager at Tencent Holdings Limited’s Interactive Entertainment Group | Building C, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China | People’s Republic of China | ||||
| Lei Zheng | Director | General Manager of the User Platform Department of Tencent Holdings Limited | Building C, Kexing Science Park, Nanshan District, Shenzhen, the People’s Republic of China | People’s Republic of China | ||||
| Hongqiang Zhao | Independent Director | Chief Financial Officer of BaiRong Yunchuang Technology Co. Ltd. | No. 10 Furong Street, Chaoyang District, Beijing, the People’s Republic of China | United States of America | ||||
| Tsang Wah Kwong | Independent Director | / | Flat B, 11/F., Block 9, Vista Paradiso, 2 Hang Ming Street, Ma On Shan, New Territories, Hong | People’s Republic of China (Hong Kong SAR) | ||||
Name | Position with HUYA | Present Principal Occupation | Business Address | Citizenship | ||||
| Catherine Xiaozheng Liu | Chief Financial Officer | * | Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou 511446, People’s Republic of China | People’s Republic of China (Hong Kong SAR) | ||||
| Ligao Lai | Chief Technology Officer | * | Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou 511446, People’s Republic of China | People’s Republic of China | ||||
| * | His/Her present principal occupation is the same with his/her position with HUYA. |
