1
|
Name of Reporting Persons
|
||
Shanda Interactive Entertainment Limited
|
|||
2
|
Check the Appropriate Box if a Member of a Group
|
||
(a)
|
o
|
||
(b)
|
o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
|
||
OO
|
|||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
|
||
The Cayman Islands
|
|||
7
|
Sole Voting Power
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
0
|
||
8
|
Shared Voting Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
9
|
Sole Dispositive Power
|
||
0
|
|||
10
|
Shared Dispositive Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
||
70.0% (2)
|
|||
14
|
Type of Reporting Person
|
||
CO, HC
|
|||
(1)
|
Represents 3,334,694,602 ordinary shares, par value $0.00005 per share (the “Shares”) of Ku6 Media Co., Ltd. (“Ku6”) (including Shares represented by American Depositary Shares of Ku6 (“ADSs”), each representing 100 Shares) held by Shanda Media Group Limited (formerly known as Shanda Music Group Limited) (“Shanda Media”), a wholly-owned subsidiary of Shanda Pictures Corporation (“Shanda Pictures”). Shanda Pictures is a wholly-owned subsidiary of Shanda Investment Holdings Limited (“Shanda Investment”), which is wholly owned by Shanda Interactive Entertainment Limited (“Shanda”). Shanda is wholly owned by Premium Lead Company Limited (“Premium Lead”).
|
||
(2) |
This percentage is calculated based upon 4,763,360,860 Shares (including Shares represented by ADSs) that were outstanding as of December 31, 2014 as set forth in Ku6’s Form 20-F furnished with the Securities and Exchange Commission on April 23, 2015.
|
1
|
Name of Reporting Persons
|
||
Shanda Media Group Limited
|
|||
2
|
Check the Appropriate Box if a Member of a Group
|
||
(a)
|
o
|
||
(b)
|
o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
|
||
OO
|
|||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
|
||
The British Virgin Islands
|
|||
7
|
Sole Voting Power
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
0
|
||
8
|
Shared Voting Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
9
|
Sole Dispositive Power
|
||
0
|
|||
10
|
Shared Dispositive Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
||
70.0% (2)
|
|||
14
|
Type of Reporting Person
|
||
CO, HC
|
|||
(1)
|
Represents 3,334,694,602 Shares (including Shares represented by ADSs) held by Shanda Media, a wholly-owned subsidiary of Shanda Pictures, which is wholly owned by Shanda Investment. Shanda Investment is in turn wholly owned by Shanda, a wholly owned subsidiary of Premium Lead.
|
||
(2) |
This percentage is calculated based upon 4,763,360,860 Shares (including Shares represented by ADSs) that were outstanding as of December 31, 2014 as set forth in Ku6’s Form 20-F furnished with the Securities and Exchange Commission on April 23, 2015.
|
1
|
Name of Reporting Persons
|
||
Shanda Pictures Corporation
|
|||
2
|
Check the Appropriate Box if a Member of a Group
|
||
(a)
|
o
|
||
(b)
|
o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
|
||
OO
|
|||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
|
||
The Cayman Islands
|
|||
7
|
Sole Voting Power
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
0
|
||
8
|
Shared Voting Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
9
|
Sole Dispositive Power
|
||
0
|
|||
10
|
Shared Dispositive Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
||
70.0% (2)
|
|||
14
|
Type of Reporting Person
|
||
CO, HC
|
|||
(1)
|
Represents 3,334,694,602 Shares (including Shares represented by ADSs) held by Shanda Media, a wholly-owned subsidiary of Shanda Pictures, which is wholly owned by Shanda Investment. Shanda Investment is in turn wholly owned by Shanda, a wholly owned subsidiary of Premium Lead.
|
||
(2) |
This percentage is calculated based upon 4,763,360,860 Shares (including Shares represented by ADSs) that were outstanding as of December 31, 2014 as set forth in Ku6’s Form 20-F furnished with the Securities and Exchange Commission on April 23, 2015.
|
1
|
Name of Reporting Persons
|
||
Shanda Investment Holdings Limited
|
|||
2
|
Check the Appropriate Box if a Member of a Group
|
||
(a)
|
o
|
||
(b)
|
o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
|
||
OO
|
|||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
|
||
The Cayman Islands
|
|||
7
|
Sole Voting Power
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
0
|
||
8
|
Shared Voting Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
9
|
Sole Dispositive Power
|
||
0
|
|||
10
|
Shared Dispositive Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
||
70.0% (2)
|
|||
14
|
Type of Reporting Person
|
||
CO, HC
|
|||
(1)
|
Represents 3,334,694,602 Shares (including Shares represented by ADSs) held by Shanda Media, a wholly-owned subsidiary of Shanda Pictures, which is wholly owned by Shanda Investment. Shanda Investment is in turn wholly owned by Shanda, a wholly owned subsidiary of Premium Lead.
|
||
(2) |
This percentage is calculated based upon 4,763,360,860 Shares (including Shares represented by ADSs) that were outstanding as of December 31, 2014 as set forth in Ku6’s Form 20-F furnished with the Securities and Exchange Commission on April 23, 2015.
|
1
|
Name of Reporting Persons
|
||
Premium Lead Company Limited
|
|||
2
|
Check the Appropriate Box if a Member of a Group
|
||
(a)
|
o
|
||
(b)
|
o
|
||
3
|
SEC Use Only
|
||
4
|
Source of Funds
|
||
OO
|
|||
5
|
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
|
||
6
|
Citizenship or Place of Organization
|
||
The British Virgin Islands
|
|||
7
|
Sole Voting Power
|
||
Number of Shares Beneficially Owned by Each Reporting Person With
|
0
|
||
8
|
Shared Voting Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
9
|
Sole Dispositive Power
|
||
0
|
|||
10
|
Shared Dispositive Power
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
11
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
||
3,334,694,602 Shares (including Shares represented by ADSs) (1)
|
|||
12
|
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
|
||
13
|
Percent of Class Represented by Amount in Row (11)
|
||
70.0% (2)
|
|||
14
|
Type of Reporting Person
|
||
CO, HC
|
|||
(1)
|
Represents 3,334,694,602 Shares (including Shares represented by ADSs) held by Shanda Media, a wholly-owned subsidiary of Shanda Pictures, which is wholly owned by Shanda Investment. Shanda Investment is in turn wholly owned by Shanda, a wholly owned subsidiary of Premium Lead.
|
||
(2) |
This percentage is calculated based upon 4,763,360,860 Shares (including Shares represented by ADSs) that were outstanding as of December 31, 2014 as set forth in Ku6’s Form 20-F furnished with the Securities and Exchange Commission on April 23, 2015.
|
Item 1.
|
Security and Issuer
|
Item 2.
|
Identity and Background
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
Item 4.
|
Purpose of Transaction
|
Item 5.
|
Interest in Securities of the Issuer
|
Shares Held Directly
|
Sole Voting Power
|
Shared Voting Power (1)
|
Sole Dispositive Power
|
Shared Dispositive Power (1)
|
Beneficial Ownership
|
Percentage of Class (2)
|
||||||||
Shanda Interactive Entertainment Limited
|
0
|
0
|
3,334,694,602
|
0
|
3,334,694,602
|
3,334,694,602
|
70.0%
|
|||||||
Shanda Media Group Limited
|
3,334,694,602
|
0
|
3,334,694,602
|
0
|
3,334,694,602
|
3,334,694,602
|
70.0%
|
|||||||
Shanda Pictures Corporation
|
0
|
0
|
3,334,694,602
|
0
|
3,334,694,602
|
3,334,694,602
|
70.0%
|
|||||||
Shanda Investment Holdings Limited
|
0
|
0
|
3,334,694,602
|
0
|
3,334,694,602
|
3,334,694,602
|
70.0%
|
|||||||
Premium Lead Company Limited
|
0
|
0
|
3,334,694,602
|
0
|
3,334,694,602
|
3,334,694,602
|
70.0%
|
(1)
|
Represents 3,334,694,602 Shares (including Shares represented by ADSs) held by Shanda Media, a wholly-owned subsidiary of Shanda Pictures, which is wholly owned by Shanda Investment. Shanda Investment is in turn wholly owned by Shanda, a wholly owned subsidiary of Premium Lead.
|
(2)
|
This percentage is calculated based upon 4,763,360,8600 Shares (including Shares represented by ADSs) that were outstanding as of December 31, 2014 as set forth in Ku6’s Form 20-F furnished with the Securities and Exchange Commission on April 23, 2015.
|
Item 7.
|
Material to be Filed as Exhibits
|
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Chairman and Chief Executive Officer
|
|||||
SHANDA MEDIA GROUP LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Director
|
|||||
SHANDA PICTURES CORPORATION
|
||||||
May 11, 2015
|
By:
|
/s/ Haifa Zhu
|
||||
Name:
|
Haifa Zhu
|
|||||
Title:
|
Director
|
|||||
SHANDA INVESTMENT HOLDINGS LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Director
|
|||||
PREMIUM LEAD COMPANY LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Director
|
|||||
Name
|
Citizenship
|
Present Principal Occupation
|
||
Tianqiao Chen
|
PRC
|
Chairman of the Board and Chief Executive Officer
|
||
Chrissy Luo
|
Singapore
|
Vice Chairman
|
||
Robert Chiu
|
Taiwan
|
President
|
||
Danian Chen
|
PRC
|
Director
|
||
John Lee
|
Hong Kong, PRC
|
Chief Tax Officer
|
||
Haifa Zhu
|
PRC
|
Managing Partner of Venture Capital
|
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Chairman, Chief Executive Officer and President
|
|||||
SHANDA MEDIA GROUP LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Director
|
|||||
SHANDA PICTURES CORPORATION
|
||||||
May 11, 2015
|
By:
|
/s/ Haifa Zhu
|
||||
Name:
|
Haifa Zhu
|
|||||
Title:
|
Director
|
|||||
SHANDA INVESTMENT HOLDINGS LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Director
|
PREMIUM LEAD COMPANY LIMITED
|
||||||
May 11, 2015
|
By:
|
/s/ Tianqiao Chen
|
||||
Name:
|
Tianqiao Chen
|
|||||
Title:
|
Director
|
|||||
SHANDA MEDIA GROUP LIMITED
|
||||
By:
|
/s/ Tianqiao Chen
|
|||
Name:
|
Tianqiao Chen
|
|||
Title:
|
Director
|
XU XUDONG()
|
||||
By:
|
/s/ Xu Xudong | |||
2.
|
5.
|
7.
|
Governing Law. This Agreement shall be governed by and construed in accordance with the law of Hong Kong, without regard to its conflicts of law rules.
|
8.
|
Dispute Resolutions. Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC Council shall select the arbitrator, who shall be qualified to practice law in Hong Kong.
|
LENDER:
SHANDA MEDIA GROUP LIMITED
|
||||
By: |
/s/ Tianqiao Chen
|
|||
Name: |
Tianqiao Chen
|
|||
Title: |
Director
|
|||
BORROWER:
XU XUDONG
|
||||
By: | /s/ Xu Xudong | |||
(A)
|
By a Share Charge dated April 3, 2014 and executed by the Chargor in favour of the Chargee (the “Share Charge”), the Chargor granted security over the Charged Property (as defined below) for the Secured Obligations of the Chargor under the Share Charge and related Promissory Note.
|
(B)
|
Pursuant to the terms of a Share Purchase Agreement by and between the Chargor and Chargee dated May 11, 2015 (the “SPA”), the Chargor agreed to sell to the Chargeee and the Chargee agreed to purchase from the Chargor, 1,938,360,784 ordinary shares of Ku6 Media Co. Ltd. (the “Charged Property”), a company incorporated under the laws of Cayman Islands (the “Transaction”).
|
(C)
|
In connection with the Transaction, the Chargee agreed to (i) cancel the Promissory Note pursuant to the terms of a Note Cancellation Agreement by and between the Chargor and the Chargee on or about the date hereof and (ii) release the Charged Property from the Share Charge pursuant to the terms hereof.
|
1.
|
INTERPRETATION
|
2.
|
RELEASE AND TERMINATION
|
(a)
|
duly executed undated share transfers in respect of the Charged Shares in favour of the Chargee or its nominees;
|
(b)
|
an executed irrevocable proxy made in respect of the Charged Shares in favour of the Chargee in respect of all general meetings of the Company; and
|
(c)
|
all share certificates representing the Charged Shares.
|
3.
|
FURTHER ASSURANCES
|
4.
|
GOVERNING LAW
|
5.
|
DISPUTE RESOLUTION
|
6.
|
COUNTERPARTS
|
XU XUDONG
|
)
|
||
in the presence of:
|
) /s/ Xu Xudong
|
||
/s/ Joyce Chen |
)
)
|
||
Witness name and signature
|
SHANDA MEDIA GROUP LIMITED
|
)
)
|
||
Signed, sealed and delivered by
Name: Tianqiao Chen
|
)
) /s/ Tiangiao Chen
|
||
Title: Director
|
)
|
||
the presence of:
|
)
|
||
/s/ Yeo Kim Gek
|
)
|
||
Witness
|
By:
|
/s/ Xu Xudong | ||
XU XUDONG
|
SHANDA MEDIA GROUP LIMITED
|
||||
By:
|
/s/ Tianqiao Chen | |||
Name:
|
Tianqiao Chen
|
|||
Title:
|
Director
|
:^<\72ACL!B