Sea Limited
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(Name of Issuer)
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Class A Ordinary Shares, par value $0.0005 per share
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(Title of Class of Securities)
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81141R100
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(CUSIP Number)
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Tencent Holdings Limited
29/F., Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong Kong
Telephone: +852 3148 5100
with a copy to:
Eric Blanchard
Covington & Burling LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
Telephone: +1 212-841-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 8, 2019
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(Date of Event which Requires Filing of this Statement)
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Tencent Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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75,429,093 Shares1
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8
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SHARED VOTING POWER
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46,573,653 Shares2
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9
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SOLE DISPOSITIVE POWER
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122,002,746 Shares
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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122,002,746 Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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30.4% of Class A Ordinary Shares3 (27.3% of outstanding ordinary shares, assuming all outstanding Class B Ordinary Shares, including shares held by
others, are converted into Class A Ordinary Shares)
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14
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TYPE OF REPORTING PERSON
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CO
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1
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NAME OF REPORTING PERSON OR
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I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Tencent Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒ | ||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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63,633,008 Shares4
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8
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SHARED VOTING POWER
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46,573,653 Shares5
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9
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SOLE DISPOSITIVE POWER
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110,206,661 Shares
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10
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SHARED DISPOSITIVE POWER
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None
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
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110,206,661 Shares
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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|
☐
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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27.9% of Class A Ordinary Shares6 (24.8% of outstanding ordinary shares, assuming all outstanding Class B Ordinary Shares, including shares held by
others, are converted into Class A Ordinary Shares)
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14
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TYPE OF REPORTING PERSON
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CO
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Item 2. |
Identity and Background
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(i) |
Tencent Holdings Limited, a Cayman Islands company (“Tencent Holdings”); and
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(ii) |
Tencent Limited, a British Virgin Islands company (“Tencent”) (the entities listed in items (i) and (ii) are collectively referred to herein as the “Reporting Persons”).
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(b): |
The principal business office of Tencent Holdings is Cricket Square, Hutchins Drive, P.O. Box2681, Grand Cayman KY1-1111, Cayman Islands.
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(c) |
Tencent Holdings is an internet service portal in China providing value-added Internet, mobile and telecom services and online advertising and has been listed on the main
board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Tencent is a wholly-owned subsidiary of Tencent Holdings and is principally engaged in the business of holding securities in portfolio companies in which Tencent
Holdings invests.
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Item 3. |
Source and Amount of Funds or Other Considerations
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Item 4. |
Purpose of Transaction
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Item 5. |
Interest in Securities of the Issuer
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· |
an irrevocable proxy with respect to all of their Class B Ordinary Shares for any matters concerning the size and/or composition of the Issuer’s board that require a
shareholder vote, including, any resolution to approve, authorize or confirm any increase or decrease in the number of or any minimum or maximum number of directors of the Issuer’s board, any appointment or election of any new director
or directors of the Issuer, and any removal or replacement of any existing director or directors of the Issuer. The founder has agreed to vote all of such Class B Ordinary Shares at the direction of Tencent Holdings for the election,
removal and replacement of one member of the board, provided the nominee is qualified and permitted to serve on the board under applicable law and stock exchange rules.
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· |
an irrevocable proxy for all other matters that require shareholder vote with respect to 46,573,653 Class B Ordinary Shares held by the Reporting Persons and their affiliate.
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Item 7. |
Material to be Filed as Exhibits
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TENCENT HOLDINGS LIMITED
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By:
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/s/ James Gordon Mitchell
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Name:
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James Gordon Mitchell
|
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Title:
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Authorized Representative
|
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TENCENT LIMITED
|
|||
By:
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/s/ James Gordon Mitchell
|
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Name:
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James Gordon Mitchell
|
||
Title:
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Authorized Representative
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TENCENT HOLDINGS LIMITED
|
|||
By:
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/s/ James Gordon Mitchell
|
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Name:
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James Gordon Mitchell
|
||
Title:
|
Authorized Representative
|
||
TENCENT LIMITED
|
|||
By:
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/s/ James Gordon Mitchell
|
||
Name:
|
James Gordon Mitchell
|
||
Title:
|
Authorized Representative
|