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| 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.
