0000950142-19-000141.txt : 20190201 0000950142-19-000141.hdr.sgml : 20190201 20190201060206 ACCESSION NUMBER: 0000950142-19-000141 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190201 DATE AS OF CHANGE: 20190201 GROUP MEMBERS: LINEN INVESTMENT LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUYA Inc. CENTRAL INDEX KEY: 0001728190 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90506 FILM NUMBER: 19557611 BUSINESS ADDRESS: STREET 1: 15F, BUILDING B-1, WANDA PLAZA, NO.79 STREET 2: WENBO 2ND ROAD, PANYU DISTRICT CITY: GUANGZHOU STATE: F4 ZIP: 511442 BUSINESS PHONE: (86)(20)82120800 MAIL ADDRESS: STREET 1: 15F, BUILDING B-1, WANDA PLAZA, NO.79 STREET 2: WENBO 2ND ROAD, PANYU DISTRICT CITY: GUANGZHOU STATE: F4 ZIP: 511442 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tencent Holdings Ltd CENTRAL INDEX KEY: 0001293451 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ROOM 3506, 35TH FLOOR STREET 2: TOWER 2, LIPPO CENTRE CITY: ADMIRALTY STATE: K3 ZIP: 00000 BUSINESS PHONE: 86-755-86013388 MAIL ADDRESS: STREET 1: ROOM 3506, 35TH FLOOR STREET 2: TOWER 2, LIPPO CENTRE CITY: ADMIRALTY STATE: K3 ZIP: 00000 SC 13G 1 eh1900150_13g-huya.htm SCHEDULE 13G
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

 
HUYA Inc.
(Name of Issuer)
 
Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
 
44852D108**
(CUSIP Number)
 
December 31, 2018
(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 Class A Ordinary Shares. CUSIP number 44852D108 has been assigned to the American Depositary Shares of the Company, which are quoted on the New York Stock Exchange under the symbol “HUYA.” Each American Depositary Share represents one Class A Ordinary 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. 44852D108
 SCHEDULE 13G
Page 2 of 7
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Linen Investment Limited
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(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
 
64,488,235
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
64,488,235
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
64,488,235
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
59.1%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 

 
CUSIP No. 44852D108
 SCHEDULE 13G
Page 3 of 7
 
 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Tencent Holdings Limited
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  ☐
3
SEC USE ONLY
 
 
  
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
  
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
64,488,235
6
SHARED VOTING POWER
 
None
7
SOLE DISPOSITIVE POWER
 
64,488,235
8
SHARED DISPOSITIVE POWER
 
None
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
64,488,235
  
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
59.1%
  
12
TYPE OF REPORTING PERSON
 
CO
  
 
 
CUSIP No. 44852D108
 SCHEDULE 13G
Page 4 of 7
 
ITEM 1.
(a)
Name of Issuer:
     
   
HUYA Inc. (the “Issuer”)
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
Building B-1, North Block of Wanda Plaza
No. 79 Wanbo 2nd Road
Panyu District, Guangzhou, 511442
People’s Republic of China
   
ITEM 2.
(a)
Name of Persons Filing:
     
    This statement is being filed on behalf of each of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”): 
     
   
     (i)        Linen Investment Limited (“Linen Investment”) and
     (ii)       Tencent Holdings Limited (“Tencent”), the sole owner of Linen Investment
     
 
(b)
Address of Principal Business Office, or if None, Residence:
     
   
Linen Investment:
Level 29, Three Pacific Place
No. 1 Queen’s Road East, Wanchai, Hong Kong
 
Tencent:
Level 29, Three Pacific Place
No. 1 Queen’s Road East, Wanchai, Hong Kong
     
 
(c)
Citizenship:
     
   
See row 4 of the cover page of each Reporting Person.
     
 
(d)
Title of Class of Securities:
     
   
See cover page. 
     
 
(e)
CUSIP Number:
     
   
See cover page. 
     
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:
See row 9 of the cover page of each Reporting Person.
 
As of January 31, 2019, Linen Investment directly owns 64,488,235 Class B ordinary shares, par value $0.0001 (“Class B Ordinary Shares”) of the Issuer.  Each Class B Ordinary Share is convertible at any time by the holder into one Class A ordinary share, par value $0.0001 (“Class A Ordinary Shares”) of the Issuer.  Linen Investment is a wholly-owned subsidiary of Tencent. Tencent may therefore be deemed to have indirect beneficial ownership of the shares directly beneficially owned by Linen Investment.
 
 
CUSIP No. 44852D108
 SCHEDULE 13G
Page 5 of 7
 
 
 
(b)
Percent of class:
 
Each of the Reporting Persons may be deemed to be the beneficial owner of 59.1% of the outstanding Class A Ordinary Shares.
 
The calculation of beneficial ownership percentage is based on 44,639,737 shares of Class A Ordinary Shares outstanding as of September 30, 2018, as reported by the Issuer in its Form 6-K filed with the Securities and Exchange Commission on November 13, 2018, plus the number of Class A Ordinary Shares that may be received by Linen Investment upon conversion of the Class B Ordinary Shares.
     
 
(c)
Number of shares as to which such person has:
     
   
(i)
Sole power to vote or to direct the vote:
 
See row 5 of the cover page of each Reporting Person.
       
   
(ii)
Shared power to vote or to direct the vote:
 
See row 6 of the cover page of each Reporting Person.
       
   
(iii)
Sole power to dispose or to direct the disposition of:
 
See row 7 of the cover page of each Reporting Person.
       
   
(iv)
Shared power to dispose or to direct the disposition of:
 
See row 8 of the cover page of each Reporting Person.
 
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
CUSIP No. 44852D108
 SCHEDULE 13G
Page 6 of 7
 
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 1, 2019

 
 
LINEN INVESTMENT LIMITED
  
     
 
By:
/s/ Ma Huateng
  
   
Name: Ma Huateng
  
   
Title: Director
  

 
TENCENT HOLDINGS LIMITED
  
     
 
By:
/s/ Ma Huateng
  
   
Name: Ma Huateng
  
   
Title: Director
  
 

 

 
CUSIP No. 44852D108
 SCHEDULE 13G
Page 7 of 7
 
Exhibit Index
 
 
Exhibit No.
Description
1
 

 
 
 
 EX-99.1 2 eh1900150_ex01.htm EXHIBIT 1
EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint filing statements.  Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 1, 2019
 
 
LINEN INVESTMENT LIMITED
  
     
 
By:
/s/ Ma Huateng
  
   
Name: Ma Huateng
  
   
Title: Director
  

 
TENCENT HOLDINGS LIMITED
  
     
 
By:
/s/ Ma Huateng
  
   
Name: Ma Huateng
  
   
Title: Director