SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 14d-100)
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

HURRAY! HOLDING CO., LTD.

(Name of Subject Company (Issuer))

BEST PROSPECT OVERSEAS LIMITED

(Name of Filing Person (Offeror))

American Depositary Shares, each representing 100 ordinary shares,
par value US$0.00005 per share
(Title of Class of Securities)

447773102
(CUSIP Number of Class of Securities)

Jacky C.F. Tung
Best Prospect Overseas Limited
Jia 3, Baijiazhuang Road
Chaoyang District
Beijing, China 100086
+8610 6500 5111

(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)

with a copy to:

David S. Wang, Esq.
Paul, Hastings, Janofsky & Walker LLP
35th Floor, Park Place
1601 Nanjing West Road
Shanghai, China 200040
+8621 6103 2900

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee
N/A	N/A

* Estimated for purposes of calculating the filing fee only.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	N/A	Filing Party:	N/A
Form or Registration No.:	N/A	Date Filed:	N/A

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

On May 4, 2009, Best Prospect Overseas Limited, a British Virgin Islands company, sent a letter to Hurray! Holding Co., Ltd., a Cayman Islands company, in which it made an offer to acquire up to 51% of the outstanding share capital of Hurray! Holding Co., Ltd. as set forth in the press release attached hereto as Exhibit (a)(5)(B). On May 6, 2009, Best Prospect Overseas Limited sent a second letter to Hurray! Holding Co., Ltd. in which it re-iterated its offer to acquire up to 51% of the outstanding share capital of Hurray! Holding Co., Ltd. as set forth in the press release attached hereto as Exhibit (a)(5)(C).

This filing relates to a letter sent by Best Prospect Overseas Limited to Hurray! Holding Co., Ltd. in which it has withdrawn its offer to acquire up to 51% of the outstanding share capital of Hurray! Holding Co., Ltd. as set forth in the press release attached hereto as Exhibit (a)(5)(A).

Item 12. Exhibits

Exhibit Number	Description
(a)(5)(A)	Press release dated May 7, 2009
(a)(5)(B)	Press Release dated May 4, 2009 (filed with the SEC as Exhibit (a)(5)(A) to Schedule TO-C on May 4, 2009, and incorporated herein by reference).
(a)(5)(C)	Press Release dated May 6, 2009 (filed with the SEC as Exhibit (a)(5)(A) to Schedule TO-C on May 6, 2009, and incorporated herein by reference).

EXHIBIT INDEX

Exhibit Number	Description
(a)(5)(A)	Press release dated May 7, 2009
(a)(5)(B)	Press Release dated May 4, 2009 (filed with the SEC as Exhibit (a)(5)(A) to Schedule TO-C on May 4, 2009, and incorporated herein by reference).
(a)(5)(C)	Press Release dated May 6, 2009 (filed with the SEC as Exhibit (a)(5)(A) to Schedule TO-C on May 6, 2009, and incorporated herein by reference).

EX-99.(A)(5)(A)

EXHIBIT (a)(5)(A)

Best Prospect Overseas Limited Withdraws Offer for 51% of Hurray!

BEIJING, May 7 /PRNewswire-Asia-FirstCall/ — The following letter from Best Prospect Overseas Limited officially withdrawing their offer to acquire 51% of the outstanding shares of Hurray! Holding Co., Ltd. (Nasdaq: HRAY) was delivered earlier today to Mr. Songzuo Xiang, Chief Executive Officer of Hurray!.

Best Prospect Overseas Limited

May 7, 2009

Mr. Songzuo Xiang
Chief Executive Officer
Hurray! Holding Co., Ltd.
15/F, Tower B, Gateway Plaza
No. 18 Xia Guang Li, North Road
East Third Ring, Chaoyang District
Beijing 100027, China

Dear Mr. Xiang:

We hereby withdraw our offer to acquire 51% of the outstanding shares of Hurray!.

Sincerely,

Jacky C. F. Tung
On behalf of Best Prospect Overseas Limited

SOURCE Best Prospect Overseas Limited

/CONTACT: Xiong Can, Mobile +86-139-1136-9097, or Xiongc@joymedia.cn /

DISCLAIMER: CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Statements made in the foregoing letter that look forward in time involve risks and uncertainties and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “projects”, “intends”, “should”, “seeks”, “estimates”, “future” or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This preliminary communication is neither an offer to purchase nor a solicitation of an offer to sell shares of Hurray! Holding Co., Ltd.’s (“HCL”) American Depository Shares. No tender offer has yet commenced. Any solicitation and offer to buy HCL’s American Depository Shares will only be made pursuant to an offer to purchase and certain related materials that Best Prospect Overseas Limited (“Best Prospect”) may file with the United States Securities and Exchange Commission (“SEC”). Any tender offer materials when filed will contain important information which should be read carefully before any decision is made with respect to the tender offer. Investors and security holders may obtain a free copy of any such materials (when available) and other documents filed by Best Prospect with the SEC at the SEC’s website at www.sec.gov. Any such offer to purchase and related materials may also be obtained (when available) for free by contacting the Information Agent of Best Prospect for any tender offer, who will be identified in any such tender offer documents.