Amendment: SEC Form SCHEDULE 13D/A filed by Cheetah Mobile Inc.
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Computer Software: Prepackaged Software
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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CHEETAH MOBILE INC. (Name of Issuer) |
Class A ordinary shares, par value $0.000025 per share (Title of Class of Securities) |
163075104 (CUSIP Number) |
Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen's Road East Wanchai, K3, 00000 852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 163075104 |
| 1 |
Name of reporting person
TENCENT HOLDINGS LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
235,513,048.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
31.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 163075104 |
| 1 |
Name of reporting person
TCH COPPER LIMITED | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
220,481,928.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.000025 per share |
| (b) | Name of Issuer:
CHEETAH MOBILE INC. |
| (c) | Address of Issuer's Principal Executive Offices:
29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai,
HONG KONG
, 00000. |
| Item 2. | Identity and Background |
| (a) | This Amendment No. 1 to Statement on Schedule 13D (this "Amendment No. 1") amends and supplements the Statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on May 7, 2014 (the "Statement"), and is being filed by Tencent Holdings Limited ("Tencent"), a Cayman Islands company, and TCH Copper Limited ("TCH"), a British Virgin Islands company and a wholly owned subsidiary of Tencent, in respect of the Class A ordinary shares, par value $0.000025 per share (the "Class A Shares"), of Cheetah Mobile Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer"). Tencent and TCH are collectively referred to as the "Reporting Persons." This Amendment No. 1 is being filed to reflect a change in the beneficial ownership percentage of the Reporting Persons due solely to changes in the number of Class A Shares issued and outstanding and not as the result of any transaction in the shares of the Issuer owned by the Reporting Persons. Unless otherwise stated herein, the Statement remains in full force and effect. All capitalized terms used in this Amendment No. 1 but not defined herein shall have the meanings ascribed to them in the Statement.
Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. |
| (b) | The address of principal offices of each of the Reporting Persons is Level 29, Three Pacific Place, No. 1 Queen's Road East, Wanchai, Hong Kong. |
| (c) | TCH is a wholly owned subsidiary of Tencent and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests.
Tencent is an integrated Internet services company providing services including value-added services, online advertising and FinTech and business services. It has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700).
Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each of the executive officers and directors of each of the Reporting Persons (collectively, the "Related Persons"), which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D. |
| (d) | None of the Reporting Persons nor any of the Related Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
No change. | |
| Item 4. | Purpose of Transaction |
No change. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | This Item 5 is hereby amended and restated in its entirety to read as follows:
Items 7 through 11 and Item 13 of each of the cover page of this Statement for the Reporting Persons are incorporated herein by reference. |
| (b) | As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner and deemed to have the sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition, of (i) 15,031,120 Class A Shares beneficially owned by THL E Limited ("THL"), a British Virgin Islands company and a wholly owned subsidiary of Tencent, and (ii) 220,481,928 Class B Shares held of record by TCH, which collectively represent 31.9% of the total issued and outstanding Class A Shares.
The beneficial ownership percentage above is calculated based on a total of 1,534,534,235 ordinary shares (being the sum of 518,104,900 Class A Shares and 1,016,429,335 Class B Shares) of the Issuer outstanding as of March 31, 2025, as disclosed in the Issuer's annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025. |
| (c) | To the knowledge of the Reporting Persons, none of the Related Persons has effected any transactions in the Class A Shares during the past 60 days. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
No change. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement, dated April 17, 2025, by and between Tencent Holdings Limited, and TCH Copper Limited. |
| 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.
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