Amendment: SEC Form SCHEDULE 13D/A filed by HUYA Inc.
$HUYA
Computer Software: Programming Data Processing
Technology
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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HUYA Inc. (Name of Issuer) |
Class A Ordinary Shares, par value, $0.0001 per share (Title of Class of Securities) |
44852D108 (CUSIP Number) |
Tencent Holdings Limited 29/F., Three Pacific Place, No. 1 Queen's Road East, Wanchai Hong Kong, K3, 00000 852 3148 5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/13/2025 (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. | 44852D108 |
| 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)
WC | ||||||||
| 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
150,386,517.00 | ||||||||
| 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)
67.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 44852D108 |
| 1 |
Name of reporting person
Linen Investment 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
150,386,517.00 | ||||||||
| 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)
67.3 % | ||||||||
| 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, $0.0001 per share | |
| (b) | Name of Issuer:
HUYA Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Building A3, E-Park, 280 Hanxi Road, Panyu District, Guangzhou,
CHINA
, 511446. | |
Item 1 Comment:
This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the "SEC") on April 10, 2020, (as amended to date, the "Schedule 13D"), relating to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), and American depositary shares, each representing one Class A Ordinary Share ("HUYA ADSs"), of HUYA Inc., a company organized under the laws of the Cayman Islands (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
CUSIP number 44852D108 has been assigned to the HUYA ADSs, which are quoted on the New York Stock Exchange under the symbol "HUYA." | ||
| Item 2. | Identity and Background | |
| (a) | No change. | |
| (b) | No change. | |
| (c) | Schedule A (attached hereto) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows: Attached hereto as Schedule A, and incorporated herein by reference, is information concerning each director and executive officer 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) | During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the Related Persons, has 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. | |
| (f) | No change. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
No change. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
Since the Reporting Persons filed the Amendment No. 4 to Schedule 13D on May 2, 2023, the Issuer's total outstanding Class A Ordinary Shares has decreased due to the repurchase of Class A Ordinary Shares by the Issuer. As of March 31, 2025, the Issuer had 73,123,192 Class A Ordinary Shares outstanding, as disclosed in the Issuer's current report on Form 6-K filed with the SEC on May 13, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Items 7 through 11 and 13 of each of the cover page of this Schedule 13D for the Reporting Persons are incorporated herein by reference.
As of the date hereof:
Tencent is the parent company of Linen Investment. Tencent 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, over 150,386,517 Class A Ordinary Shares issuable upon conversion of 150,386,517 Class B Ordinary Shares held of record by Linen Investment, representing 67.3% of the total Class A Ordinary Shares.
The beneficial ownership percentage above is calculated based on the total Class A Ordinary Shares issued and outstanding of 73,123,192 as of March 31, 2025 publicly disclosed in the current report on Form 6-K filed with the SEC on May 13, 2025, as well as the Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares held of record by Linen Investment.
Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to ten votes and is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.
To the knowledge of the Reporting Persons, none of the Related Persons beneficially owns any Class A Ordinary Shares. | |
| (b) | See Item 5(a) above. | |
| (c) | Except as described in Item 4, during the past 60 days, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, the Related Persons, has effected any transactions in the Class A Ordinary Shares. | |
| (d) | Except as set forth in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No change. | ||
| Item 7. | Material to be Filed as Exhibits. | |
No change. | ||
| 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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