0001193125-14-201995.txt : 20140516 0001193125-14-201995.hdr.sgml : 20140516 20140516060905 ACCESSION NUMBER: 0001193125-14-201995 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140516 DATE AS OF CHANGE: 20140516 GROUP MEMBERS: BAYTREE INVESTMENTS (MAURITIUS) PTE LTD GROUP MEMBERS: DUNEARN INVESTMENTS (MAURITIUS) PTE LTD GROUP MEMBERS: SELETAR INVESTMENTS PTE LTD GROUP MEMBERS: TEMASEK CAPITAL (PRIVATE) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Cheetah Mobile Inc. CENTRAL INDEX KEY: 0001597835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-88136 FILM NUMBER: 14849747 BUSINESS ADDRESS: STREET 1: 12/F, FOSUN INTERNATIONAL CENTER TOWER STREET 2: 237 CHAOYANG NORTH RD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100022 BUSINESS PHONE: 86 10 6292 7779 MAIL ADDRESS: STREET 1: 12/F, FOSUN INTERNATIONAL CENTER TOWER STREET 2: 237 CHAOYANG NORTH RD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100022 FORMER COMPANY: FORMER CONFORMED NAME: Kingsoft Internet Software Holdings Ltd DATE OF NAME CHANGE: 20140122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Temasek Holdings (Private) Ltd CENTRAL INDEX KEY: 0001021944 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 BUSINESS PHONE: 65 6828 6828 MAIL ADDRESS: STREET 1: 60B ORCHARD ROAD #06-18 STREET 2: THE ATRIUM@ORCHARD CITY: SINGAPORE STATE: U0 ZIP: 238891 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS (PRIVATE) LTD DATE OF NAME CHANGE: 20050912 FORMER COMPANY: FORMER CONFORMED NAME: TEMASEK HOLDINGS LTD DATE OF NAME CHANGE: 19960829 SC 13G 1 d726561dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)

and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Cheetah Mobile Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.000025 per share,

including Class A Ordinary Shares represented by

American Depositary Shares (each representing ten Class A Ordinary Shares)

(Title of Class of Securities)

American Depositary Shares: 163075104

(CUSIP Number)

May 7, 2014

(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)

x 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 the disclosures provided in a prior cover page.

The information required in 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. 163075104  

 

  1   

Names of reporting persons

 

Temasek Holdings (Private) Limited

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    10,000,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    10,000,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    10,000,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    6.42%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 155,714,285 Class A Ordinary Shares, par value US$0.000025 per share (“Shares”), reported by Cheetah Mobile Inc. as outstanding immediately upon completion of its initial public offering in its prospectus dated May 7, 2014 and filed with the Securities and Exchange Commission (“SEC”) on May 8, 2014.


CUSIP No. 163075104  

 

  1   

Names of reporting persons

 

Temasek Capital (Private) Limited

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    10,000,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    10,000,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    10,000,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    6.42%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 155,714,285 Shares reported by Cheetah Mobile Inc. as outstanding immediately upon completion of its initial public offering in its prospectus dated May 7, 2014 and filed with the SEC on May 8, 2014.


CUSIP No. 163075104  

 

  1   

Names of reporting persons

 

Seletar Investments Pte Ltd

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Republic of Singapore

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    10,000,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    10,000,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    10,000,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    6.42%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 155,714,285 Shares reported by Cheetah Mobile Inc. as outstanding immediately upon completion of its initial public offering in its prospectus dated May 7, 2014 and filed with the SEC on May 8, 2014.


CUSIP No. 163075104  

 

  1   

Names of reporting persons

 

Dunearn Investments (Mauritius) Pte Ltd

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Mauritius

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    10,000,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    10,000,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    10,000,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    6.42%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 155,714,285 Shares reported by Cheetah Mobile Inc. as outstanding immediately upon completion of its initial public offering in its prospectus dated May 7, 2014 and filed with the SEC on May 8, 2014.


CUSIP No. 163075104  

 

  1   

Names of reporting persons

 

Baytree Investments (Mauritius) Pte Ltd

  2  

Check the appropriate box if a member of a group (see instructions)

(a)  ¨        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Mauritius

Number of

shares

beneficially

owned by

each

reporting

person

with:

     

Sole voting power

 

    0

   6   

Shared voting power

 

    10,000,000*

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    10,000,000*

  9  

Aggregate amount beneficially owned by each reporting person

 

    10,000,000*

10  

Check if the aggregate amount in Row (9) excludes certain shares (see instructions)    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    6.42%**

12  

Type of reporting person (see instructions)

 

    HC

 

* See Item 4 of this Schedule.
** Based on 155,714,285 Shares reported by Cheetah Mobile Inc. as outstanding immediately upon completion of its initial public offering in its prospectus dated May 7, 2014 and filed with the SEC on May 8, 2014.


Item 1(a). Name of Issuer:

Cheetah Mobile Inc.

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

12/F, Fosun International Center Tower

No. 237 Chaoyang North Road

Chaoyang District, Beijing 100022

People’s Republic of China

 

Item 2(a). Name of Person Filing:

 

  (i) Temasek Holdings (Private) Limited (“Temasek Holdings”).

 

  (ii) Temasek Capital (Private) Limited (“Temasek Capital”), a wholly-owned subsidiary of Temasek Holdings.

 

  (iii) Seletar Investments Pte Ltd (“Seletar”), a wholly-owned subsidiary of Temasek Capital.

 

  (iv) Dunearn Investments (Mauritius) Pte Ltd (“Dunearn”), a wholly-owned subsidiary of Seletar.

 

  (v) Baytree Investments (Mauritius) Pte Ltd (“Baytree”), a wholly-owned subsidiary of Dunearn.

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

  (i) 60B Orchard Road

#06-18, The Atrium@Orchard,

Singapore 238891

 

  (ii) 60B Orchard Road

#06-18, The Atrium@Orchard,

Singapore 238891

 

  (iii) 60B Orchard Road

#06-18, The Atrium@Orchard,

Singapore 238891

 

  (iv) c/o International Management (Mauritius) Limited

Les Cascades,

Edith Cavell Street,

Port Louis, Mauritius

 

  (v) c/o International Management (Mauritius) Limited

Les Cascades,

Edith Cavell Street,

Port Louis, Mauritius

 

Item 2(c). Citizenship:

 

  (i) Singapore

 

  (ii) Singapore

 

  (iii) Singapore

 

  (iv) Mauritius

 

  (v) Mauritius

 

Item 2(d). Title of Class of Securities:

Class A Ordinary Shares, par value US$0.000025 per share.

 

Item 2(e). CUSIP Number:

American Depositary Shares: 163075104


Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4. Ownership.

 

  (a) Amount beneficially owned:

Upon completion of the issuer’s initial public offering scheduled on May 13, 2014, Baytree directly owned 1,000,000 American Depositary Shares, representing a total of 10,000,000 Class A Ordinary Shares. Baytree is wholly-owned by Dunearn, which in turn is wholly-owned by Seletar, which in turn is wholly-owned by Temasek Capital, which in turn is wholly-owned by Temasek Holdings.

Accordingly, upon completion of the issuer’s initial public offering scheduled on May 13, 2014, each of Temasek Holdings, Temasek Capital, Seletar and Dunearn may be deemed to have beneficially owned the 10,000,000 Class A Ordinary Shares owned by Baytree. There are no changes to the above shareholdings as of the date of this Schedule.

 

  (b) Percent of class:

Upon completion of the issuer’s initial public offering scheduled on May 13, 2014, the Class A Ordinary Shares that may be deemed to have been beneficially owned by Temasek Holdings, Temasek Capital, Seletar and Dunearn, and beneficially owned by Baytree, constituted approximately 6.42% of the Class A Ordinary Shares outstanding.

All percentage calculations in this Schedule are based on 155,714,285 Class A Ordinary Shares reported by Cheetah Mobile Inc. as outstanding immediately upon completion of its initial public offering in its prospectus dated May 7, 2014 and filed with the SEC on May 8, 2014.

 

  (c) Number of shares as to which the person has:

With respect to the shared power to vote, or to direct the vote, and to dispose, or to direct the disposition of, the Shares, please see Item 4(a) above regarding qualifications as to beneficial ownership.

 

  (i) Sole power to vote or to direct the vote:

0.

 

  (ii) Shared power to vote or to direct the vote:

Temasek Holdings: 10,000,000

Temasek Capital: 10,000,000

Seletar: 10,000,000

Dunearn: 10,000,000

Baytree: 10,000,000

 

  (iii) Sole power to dispose or to direct the disposition of:

0.

 

  (iv) Shared power to dispose or to direct the disposition of:

Temasek Holdings: 10,000,000

Temasek Capital: 10,000,000

Seletar: 10,000,000

Dunearn: 10,000,000

Baytree: 10,000,000

 

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. Certification.

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.


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: May 16, 2014     TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Authorized Signatory
Dated: May 16, 2014     TEMASEK CAPITAL (PRIVATE) LIMITED
    By:  

/s/ Chia Yue Joo Lena

      Name:   Chia Yue Joo Lena
      Title:   Director
Dated: May 16, 2014     SELETAR INVESTMENTS PTE LTD
    By:  

/s/ Git Oi Chee

      Name:   Git Oi Chee
      Title:   Director
Dated: May 16, 2014     DUNEARN INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director
Dated: May 16, 2014     BAYTREE INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director


Exhibit Index

 

Exhibit A    Joint Filing Agreement, dated May 16, 2014, among Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited, Seletar Investments Pte Ltd, Dunearn Investments (Mauritius) Pte Ltd and Baytree Investments (Mauritius) Pte Ltd


Exhibit A

JOINT FILING AGREEMENT

We, the signatories of this Statement on Schedule 13G to which this Agreement is attached, hereby agree that such Statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

 

Dated: May 16, 2014     TEMASEK HOLDINGS (PRIVATE) LIMITED
    By:  

/s/ Choo Soo Shen Christina

      Name:   Choo Soo Shen Christina
      Title:   Authorized Signatory
Dated: May 16, 2014     TEMASEK CAPITAL (PRIVATE) LIMITED
    By:  

/s/ Chia Yue Joo Lena

      Name:   Chia Yue Joo Lena
      Title:   Director
Dated: May 16, 2014     SELETAR INVESTMENTS PTE LTD
    By:  

/s/ Git Oi Chee

      Name:   Git Oi Chee
      Title:   Director
Dated: May 16, 2014     DUNEARN INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director
Dated: May 16, 2014     BAYTREE INVESTMENTS (MAURITIUS) PTE LTD
    By:  

/s/ Rooksana Shahabally

      Name:   Rooksana Shahabally
      Title:   Director