INTRODUCTION
This Amendment No. 1 to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”):
(a)
BlueCity Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), the issuer of the Class A Ordinary Shares, that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act;
(b)
Mr. Baoli Ma, the chairman of the board of directors and chief executive officer of the Company (the “Founder”);
(c)
Multelements Limited, a company incorporated under the laws of the Cayman Islands (“Parent”);
(d)
Diversefuture Limited, a company incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”);
(e)
BlueCity Media Limited; a company incorporated under the laws of the British Virgin Islands;
(f)
Shimmery Sapphire Holding Limited, a company incorporated under the laws of the British Virgin Islands;
(g)
Cantrust (Far East) Limited, a company incorporated under the laws of the British Virgin Islands;
(h)
Metaclass Management ELP, an exempted limited partnership established under the laws of the Cayman Islands;
(i)
Chizicheng Strategy Investment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands;
(j)
Spriver Tech Limited, a company incorporated under the laws of the British Virgin Islands;
(k)
Mr. Chunhe Liu, a citizen of the People’s Republic of China;
(l)
Aviator D, L.P., an exempted limited partnership established under the laws of the Cayman Islands;
(m)
CDH China HF Holdings Company Limited, a company incorporated under the laws of the Cayman Islands;
(n)
Rainbow Rain Limited, a company incorporated under the laws of the British Virgin Islands;
(o)
Roger Field Fund, L.P., an exempted limited partnership established under the laws of the Cayman Islands;
(p)
CDH Harvest Holdings Limited, a company incorporated under the laws of the Cayman Islands; and
(q)
Mr. Shangzhi Wu, a citizen of Singapore.
On April 30, 2022, the Company, Parent and Merger Sub entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Merger Sub with and into the Company, with the Company being the surviving company of the Merger as a wholly-owned subsidiary of Parent (the “Merger”).
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Class A ordinary share and Class B ordinary share of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time, other than Shares represented by ADSs (as defined below),will be cancelled and cease to exist in exchange for the right to receive US$3.20 in cash without interest (the “Per Share Merger Consideration”), and each outstanding American depositary share of the Company (each, an “ADS,” each two of which representing one Class A ordinary shares of the Company (the “Class A Ordinary Shares”)) will be cancelled in exchange for the right to receive US$1.60 in cash without interest (the “Per ADS Merger Consideration”), except for (a) certain Shares (including Shares represented by ADSs) (collectively,
