SC 13G 1 d869446dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

DouYu International Holdings Limited

(Name of Issuer)

Ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

25985W105**

(CUSIP Number)

December 31, 2019

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**

There is no CUSIP number assigned to the ordinary shares. CUSIP number 25985W105 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on NASDAQ Stock Market under the symbol “DOYU.” Every ten ADSs represent one ordinary share, par value US$0.0001 per share.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 25985W105   

 

  1.   

Names of Reporting Persons

 

Shaojie Chen

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Citizenship or Place of Organization

 

People’s Republic of China

Number of

Shares

    Beneficially    

Owned by

Each

Reporting

Person

With

    5.    

Sole Voting Power

 

278,177 ordinary shares(1)

   6.   

Shared Voting Power

 

4,244,395 ordinary shares(2)

   7.   

Sole Dispositive Power

 

278,177 ordinary shares(1)

   8.   

Shared Dispositive Power

 

4,244,395 ordinary shares(2)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,522,512 ordinary shares (3)

10.  

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   ☐

 

    

11.  

Percent of Class Represented by Amount in Row (9)

 

13.9% (4)

12.  

Type of Reporting Person

 

IN

 

(1)

Represents 278,177 ordinary shares which Mr. Shaojie Chen has the right to acquire within 60 days after December 31, 2019, including (i) 198,655 ordinary shares held through Douyu Employees Limited for the benefit of Mr. Chen, which correspond to the restricted share units (“RSUs”) issued to Mr. Chen under the DouYu International Holdings Limited Amended and Restated Restricted Share Unit Scheme (the “Amended and Restated 2018 RSU Scheme”) that have vested as of December 31, 2019; and (ii) 79,462 ordinary shares underlying the RSUs granted to Mr. Chen under the Amended and Restated 2018 RSU Scheme, which will become vested within 60 days after December 31, 2019. Douyu Employees Limited is an exempted company incorporated in the Cayman Islands that administers the ordinary shares issued to it in trust for the benefit of certain of the Issuer’s employees before the corresponding RSUs are vested and acts according to the Amended and Restated 2018 RSU Scheme and the governing trust deed.

(2)

Represents 4,244,395 ordinary shares held by Warrior Ace Holding Limited, a British Virgin Islands company wholly owned by Mr. Shaojie Chen.

(3)

Represents (i) 4,244,395 ordinary shares held by Warrior Ace Holding Limited, a British Virgin Islands company wholly owned by Shaojie Chen, (ii) 198,655 ordinary shares held through Douyu Employees Limited for the benefit of Mr. Chen, which correspond to the RSUs issued to Mr. Chen under the Amended and Restated 2018 RSU Scheme that have vested as of December 31, 2019; and (iii) 79,462 ordinary shares underlying the RSUs granted to Mr. Chen under the Amended and Restated 2018 RSU Scheme, which will become vested within 60 days after December 31, 2019.

(4)

Calculated based on 32,460,612 ordinary shares issued and outstanding as of December 31, 2019, and 79,462 ordinary shares corresponding to RSUs granted to Mr. Chen that will become vested within 60 days after December 31, 2019.

CUSIP No. 25985W105   

 

  1.   

Names of Reporting Persons

 

Warrior Ace Holding Limited

  2.  

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

 

  3.  

SEC Use Only

 

    

  4.  

Citizenship or Place of Organization

 

British Virgin Islands

Number of

Shares

    Beneficially    

Owned by

Each

Reporting
Person

With

    5.    

Sole Voting Power

 

0

   6.   

Shared Voting Power

 

4,244,395 ordinary shares(1)

   7.   

Sole Dispositive Power

 

0

  

8.

   

Shared Dispositive Power

 

4,244,395 ordinary shares(1)

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

4,244,395 ordinary shares (1)

10.  

Check Box if the Aggregate Amount In Row (9) Excludes Certain Shares  ☐

 

    

11.  

Percent of Class Represented By Amount in Row (9)

 

13.1% (2)

12.  

Type of Reporting Person

 

CO

 

(1)

Represents 4,244,395 ordinary shares held by Warrior Ace Holding Limited, a British Virgin Islands company wholly owned by Mr. Shaojie Chen.

(2)

Calculated based on 32,460,612 ordinary shares issued and outstanding as of December 31, 2019.

Item 1(a).

Name of Issuer:

DouYu International Holdings Limited (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

20/F, Building A, New Development International Center, No. 473 Guanshan Avenue, Hongshan District, Wuhan, Hubei Province, The People’s Republic of China

 

Item 2(a).

Name of Person Filing:

Shaojie Chen

Warrior Ace Holding Limited

(collectively, the “Reporting Persons”)

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

Shaojie Chen

20/F, Building A, New Development International Center, No. 473 Guanshan Avenue, Hongshan District, Wuhan, Hubei Province, the People’s Republic of China

Warrior Ace Holding Limited

Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands

 

Item 2(c).

Citizenship:

Shaojie Chen: People’s Republic of China

Warrior Ace Holding Limited: British Virgin Islands

 

Item 2(d).

Title of Class of Securities:

Ordinary shares, par value US$0.0001 per share

 

Item 2(e).

CUSIP Number:

CUSIP number 25985W105 has been assigned to the American depositary shares (“ADSs”) of the Issuer, ten of which represent one ordinary share, par value $0.0001 per share.

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

Not applicable.

 

Item 4.

Ownership.

The following information with respect to the ownership of the ordinary shares of par value of US$0.0001 per share of the Issuer by each of the Reporting Persons is provided as of December 31, 2019:

 

Reporting Person

    Amount
beneficially
owned:		      Percent
of class:		     Sole power to
vote or direct
the vote:		      Shared
power to
vote or
to direct
the vote:		      Sole power to
dispose or to
direct the
disposition
of:		      Shared
power to
dispose or
to direct
the
disposition
of:		      Percent of
Aggregate
voting
power:		  

Shaojie Chen

      4,522,512        13.9 % (1)      278,177        4,244,395        278,177        4,244,395        13.9 % 

Warrior Ace Holding Limited

      4,244,395        13.1 % (2)      0        4,244,395        0        4,244,395        13.1 % 

 

(1)

The percentage of class of securities beneficially owned by Shaojie Chen is based on a total of 32,460,612 ordinary shares of the Issuer issued and outstanding as of December 31, 2019, and 79,462 ordinary shares corresponding to RSUs granted to Mr. Chen that will become vested within 60 days after December 31, 2019.

(2)

The percentage of class of securities beneficially owned by Warrior Ace Holding Limited is based on a total of 32,460,612 ordinary shares of the Issuer issued and outstanding as of December 31, 2019.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2020

 

Shaojie Chen
By:  

/s/ Shaojie Chen

  Name:   Shaojie Chen
Warrior Ace Holding Limited
By:  

/s/ Shaojie Chen

  Name:   Shaojie Chen
  Title:   Director

LIST OF EXHIBITS

 

Exhibit
No.

   

Description

1    Joint Filing Agreement