SEC Form SC 13D/A filed by Opera Limited (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Opera Limited
(Name of issuer)
Ordinary Shares, par value $0.0001 (Title of class of securities)
68373M107
(CUSIP number)
Jie Lv
Kunlun Tech Co., Ltd.
Block B, Mingyang International Center, No. 46 Xizongbu Hutong
Dongcheng District, Beijing, People’s Republic of China
+86 138-1135-3317
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 24, 2023
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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* |
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. |
| 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 (the “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). |
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(1) |
This CUSIP number applies to the Issuer’s American Depositary Shares (“ADSs”), each representing two ordinary shares of the Issuer. |
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(1) |
Names of reporting persons |
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Kunlun Tech Limited |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐(b) ☐ |
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(3) |
SEC use only |
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(4) |
Source of funds (see instructions) |
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WC |
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(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 |
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Hong Kong |
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(7) |
Sole voting power |
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Number of |
128,020,286 |
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shares |
(8) |
Shared voting power |
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beneficially |
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owned by |
0 |
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each |
(9) |
Sole dispositive power |
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reporting |
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person with: |
128,020,286 |
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(10) |
Shared dispositive power |
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0 |
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(11) |
Aggregate amount beneficially owned by each reporting person |
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128,020,286 |
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(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) |
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71.3%* |
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(14) |
Type of reporting person (see instructions) |
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CO |
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* |
Calculation is based upon 179,684,494 ordinary shares outstanding of the Issuer as of March 31, 2023 as disclosed in the Issuer's Form 6-K furnished to the SEC on April 27, 2023. |
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(1) |
Names of reporting persons |
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Kunlun Group Limited |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐(b) ☐ |
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(3) |
SEC use only |
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(4) |
Source of funds (see instructions) |
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WC |
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(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 |
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Hong Kong |
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(7) |
Sole voting power |
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Number of |
87,092,201 |
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shares |
(8) |
Shared voting power |
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beneficially |
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owned by |
0 |
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each |
(9) |
Sole dispositive power |
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reporting |
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person with: |
87,092,201 |
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(10) |
Shared dispositive power |
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0 |
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(11) |
Aggregate amount beneficially owned by each reporting person |
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87,092,201 |
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(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) |
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48.5%* |
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(14) |
Type of reporting person (see instructions) |
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CO |
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* |
Calculation is based upon 179,684,494 ordinary shares outstanding of the Issuer as of March 31, 2023 as disclosed in the Issuer's Form 6-K furnished to the SEC on April 27, 2023. |
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(1) |
Names of reporting persons |
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Kunlun Tech Co., Ltd. |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐(b) ☐ |
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(3) |
SEC use only |
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(4) |
Source of funds (see instructions) |
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WC |
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(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 |
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People’s Republic of China |
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(7) |
Sole voting power |
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Number of |
128,020,286 |
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shares |
(8) |
Shared voting power |
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beneficially |
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owned by |
0 |
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each |
(9) |
Sole dispositive power |
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reporting |
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person with: |
128,020,286 |
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(10) |
Shared dispositive power |
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0 |
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(11) |
Aggregate amount beneficially owned by each reporting person |
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128,020,286 |
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(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) |
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71.3% * |
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(14) |
Type of reporting person (see instructions) |
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CO |
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* |
Calculation is based upon 179,684,494 ordinary shares outstanding of the Issuer as of March 31, 2023 as disclosed in the Issuer's Form 6-K furnished to the SEC on April 27, 2023. |
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(1) |
Names of reporting persons |
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Yahui Zhou |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐(b) ☐ |
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(3) |
SEC use only |
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(4) |
Source of funds (see instructions) |
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WC |
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(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 |
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People’s Republic of China |
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(7) |
Sole voting power |
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Number of |
147,520,286 |
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shares |
(8) |
Shared voting power |
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beneficially |
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owned by |
0 |
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each |
(9) |
Sole dispositive power |
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reporting |
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person with: |
147,520,286 |
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(10) |
Shared dispositive power |
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0 |
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(11) |
Aggregate amount beneficially owned by each reporting person |
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147,520,286 (This includes 128,020,286 shares beneficially by Kunlun Entities (see definition below), in which Mr. Yahui Zhou is the controlling shareholder. See Item 2 below.) |
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(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) |
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82.1%* |
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(14) |
Type of reporting person (see instructions) |
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IN |
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* |
Calculation is based upon 179,684,494 ordinary shares outstanding of the Issuer as of March 31, 2023 as disclosed in the Issuer's Form 6-K furnished to the SEC on April 27, 2023. |
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(1) |
Names of reporting persons |
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Keeneyes Future Holding Inc. |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐(b) ☐ |
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(3) |
SEC use only |
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(4) |
Source of funds (see instructions) |
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WC |
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(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 |
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Cayman Islands |
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(7) |
Sole voting power |
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Number of |
19,500,000 |
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shares |
(8) |
Shared voting power |
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beneficially |
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owned by |
0 |
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each |
(9) |
Sole dispositive power |
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reporting |
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person with: |
19,500,000 |
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(10) |
Shared dispositive power |
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0 |
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(11) |
Aggregate amount beneficially owned by each reporting person |
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19,500,000 |
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(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) |
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10.9% |
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(14) |
Type of reporting person (see instructions) |
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CO |
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* |
Calculation is based upon 179,684,494 ordinary shares outstanding of the Issuer as of March 31, 2023 as disclosed in the Issuer's Form 6-K furnished to the SEC on April 27, 2023. |
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(1) |
Names of reporting persons |
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Perfect Fortune Consultancy Limited |
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(2) |
Check the appropriate box if a member of a group (see instructions)
(a) ☐(b) ☐ |
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(3) |
SEC use only |
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(4) |
Source of funds (see instructions) |
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WC |
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(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 |
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British Virgin Islands |
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(7) |
Sole voting power |
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Number of |
19,500,000 |
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shares |
(8) |
Shared voting power |
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beneficially |
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owned by |
0 |
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each |
(9) |
Sole dispositive power |
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reporting |
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person with: |
19,500,000 |
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(10) |
Shared dispositive power |
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0 |
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(11) |
Aggregate amount beneficially owned by each reporting person |
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19,500,000 |
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(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) |
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10.9% |
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(14) |
Type of reporting person (see instructions) |
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CO |
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* |
Calculation is based upon 179,684,494 ordinary shares outstanding of the Issuer as of March 31, 2023 as disclosed in the Issuer's Form 6-K furnished to the SEC on April 27, 2023. |
Introductory Statement
This Amendment No. 4 to Schedule 13D (this “Amendment”) hereby amends and supplements the initial Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on March 6, 2019, as amended on January 13, 2021, November 26, 2021 and December 19, 2022 (as so amended, the “Original Schedule 13D”, as amended and supplemented by this Amendment, this “Schedule 13D”), on behalf of each of the Reporting Persons herein.
Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains in effect, and capitalized terms used but not defined herein have the meanings assigned thereto in the Original Schedule 13D.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:
This Schedule is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Act, as amended:
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1) |
Kunlun Tech Limited, a limited liability company incorporated in Hong Kong (“KTL”), with its registered address at FLAT/RM 3561, 35/F, Central Plaza, 18 Harbour Road, Wanchai, HK, and its principal business in investment holding; |
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2) |
Kunlun Group Limited, a limited liability company incorporated in Hong Kong (“KGL”), with its registered address at RM 3508, 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, and its principal business in investment holding; |
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3) |
Kunlun Tech Co., Ltd., a company incorporated in the People’s Republic of China (“KTC”, together with KTL and KGL, the “Kunlun Entities”) and previously named Beijing Kunlun Tech Co., Ltd., with its business address at 46 Xizongbu Hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People’s Republic of China. KTC is a global internet company listed on the Shenzhen Stock Exchange in January 2015; |
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4) |
Mr. Yahui Zhou, citizen of the People’s Republic of China, chairman of the board of directors and the chief executive officer of the Issuer, with his business address at 10/F, 46 Xizongbu hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People’s Republic of China; |
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5) |
Keeneyes Future Holding Inc., an exempted company incorporated in Cayman Islands (“KFH”), with its registered address at P.O. Box 2075.George Town, Grand Cayman KY1-1105 Cayman Islands, and its principal business in investment holding; and |
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6) |
Perfect Fortune Consultancy Limited, a company limited by shares incorporated in British Virgin Islands (“PFC”), with its registered address at Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands, its registered agent is Trident Trust Company (B.V.I.) Limited, which is registered in Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands. |
KTL, KGL, KTC, Mr. Yahui Zhou, KFH and PFC are collectively referred to as “Reporting Persons.”
The name, business address, present principal occupation or employment and citizenship of the directors, executive officers and control persons of KTL, KGL, KTC, KFH and PFC as of the date hereof is set forth on Schedule A, Schedule B, Schedule C, Schedule D and Schedule E.
KTL is the holder of the 128,020,286 ordinary shares reported on this Schedule 13D, which amount consists of : (i) 125,666,666 ordinary shares; and (ii) 1,176,810 ADSs, representing 2,353,620 ordinary shares.
KTL is 68.03% owned by KGL and 31.97% owned by KTC. KGL is wholly owned by KTC.
KFH is the holder of 9,750,000 ADSs, representing19,500,000 ordinary shares reported on this Schedule 13D. PFC is the sole shareholder of KFH.
Mr. Yahui Zhou is the chairman of the board and chief executive officer of the Issuer. He beneficially owns 147,520,286 ordinary shares of the Issuer through:
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(i) |
128,020,286 ordinary shares (consisting of 125,666,666 ordinary shares and 1,176,810 ADSs, representing 2,353,620 ordinary shares) held by KTL, which is indirectly wholly-owned by KTC. Mr. Zhou directly holds 12.2% of the equity interest of KTC and indirectly holds 16.0% through Xinyu Yingrui Century Software R&D Center L.P., a limited partnership established in the People’s Republic of China (“Xinyu Yingrui”), which is co-owned by Mr. Zhou and Ms. Qiong Li. Mr. Zhou, holds 54.8% of the equity interest of Xinyu Yingrui and, as the general partner, has sole decision making authority in terms of how the partnership exercises its ownership rights in KTC. |
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(ii) |
9,750,000 ADSs, representing 19,500,000 ordinary shares held by KFH, which is wholly owned by PFC. PFC is wholly owned by The Prosperity Trust, with Trident Trust Company (HK) Limited as the trustee, Mr. Zhou as the settlor and beneficiary. Mr. Yahui Zhou retains the voting powers with respect of shares in PFC which forms part of the Trust Fund of The Prosperity Trust. |
The number of ordinary shares owned by KGL on the Issuer has been furnished to reflect the Debt-to-Equity Swap between KTL and KGL. See Item 5 below.
The number of total outstanding shares of the Issuer as of March 31, 2023 is 179,684,494.
None of the Reporting Persons and, to the best of their knowledge, the persons listed on Schedule A, Schedule B, Schedule C, Schedule D and Schedule E hereto, has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.
The Reporting Persons previously reported their beneficial ownership in the Issuer's Ordinary Shares on Schedule 13G filed on February 14, 2019.
Item 3. Source and Amount of Funds.
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On February 24, 2023, KTL and KGL engaged in a debt-to-equity swap in which KTL settled the debt it owed to KGL through new share issuance ("Debt-to-Equity Swap"). Upon completion of the transaction, KGL owns a 68.03% equity interest in KTL while KTC owns the remaining 31.97% equity interest. See Item 5 below. No cash fund was involved in this transaction.
Item 4. Purpose of the Transaction
The information furnished in Item 3 is hereby incorporated into this Item 4 by reference.
Other than as set forth in this Amendment No. 4, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (j) of Item 4 of Schedule 13D; provided that the Reporting Persons may, at any time, review or reconsider their position with respect to the Issuer and reserve the right to develop such plans or proposals.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:
(a)-(b) The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference into this Item 5.
(c) On February 24, 2023, KTL and KGL engaged in a Debt-to-Equity Swap in which KTL settled the debt it owed to KGL through new share issuance. Upon completion of the transaction, KGL owns a 68.03% equity interest in KTL while KTC owns the remaining 31.97% equity interest.
Except as disclosed herein, none of the Reporting Persons has effected any transactions relating to the ordinary shares of the Issuer during the past 60 days.
(d) To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Persons identified in this Item 5.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 99.1 of the Original Schedule 13D is hereby amended and replaced in its entirety by Exhibit 99.1 hereof.
Exhibit 99.1: Joint Filing Agreement, dated as of May 16, 2023, by and between Kunlun Tech Limited, Kunlun Group Limited, Kunlun Tech Co., Ltd., Mr. Yahui Zhou, Perfect Fortune Consultancy Limited and Keeneyes Future Holding Inc.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 16, 2023
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Kunlun Tech Limited |
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By: |
/s/ Tian Jin |
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Name: |
Tian Jin |
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Title: |
Director |
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Kunlun Group Limited |
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By: |
/s/ Tian Jin |
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Name: |
Tian Jin |
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Title: |
Director |
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Kunlun Tech Co., Ltd. |
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By: |
/s/ Han Fang |
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Name: |
Han Fang |
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Title: |
Director |
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Yahui Zhou |
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By: |
/s/ Yahui Zhou |
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Name: |
Yahui Zhou |
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Keeneyes Future Holding Inc. |
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By: |
/s/ Yahui Zhou |
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Name: |
Yahui Zhou |
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Title: |
Director |
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Perfect Fortune Consultancy Limited |
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By: |
/s/ Christiaan De Bruyn |
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Name: |
Christiaan De Bruyn on behalf of T Proteus Limited |
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Title: |
Director |
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SCHEDULE A
Directors and Executive Officers of Kunlun Tech Limited
The business address of each of the following directors and executive officers is FLAT/RM 3561, 35/F, Central Plaza, 18 Harbour Road, Wanchai, HK.
Directors:
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Name |
Citizenship |
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Tian Jin |
PRC |
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Hanting Han |
PRC |
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Guang Yang |
USA |
Executive Officers:
N/A
SCHEDULE B
Directors and Executive Officers of Kunlun Group Limited.
The business address of each of the following directors and executive officers is RM 3508，35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong.
Directors:
|
Name |
Citizenship |
|
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Tian Jin |
PRC |
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Hanting Han |
PRC |
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Guang Yang |
USA |
Executive Officers:
N/A
SCHEDULE C
Directors and Executive Officers of Kunlun Tech Co., Ltd.
The business address of each of the following directors is 46 Xizongbu hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People’s Republic of China.
Directors:
|
Name |
Citizenship |
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Tian Jin |
PRC |
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Han Fang |
PRC |
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Jie Lv |
PRC |
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Guoqiang Huang |
PRC |
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Hongliang Zhang |
PRC |
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Shimu Qian |
PRC |
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Lei Xue |
PRC |
Executive Officers:
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Name |
Title |
Citizenship |
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Han Fang |
General manager |
PRC |
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Jie Lv |
Vice general manager, Secretary of the board of directors |
PRC |
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Wei Zhang |
Chief financial officer |
PRC |
SCHEDULE D
Directors and Executive Officers of Keeneyes Future Holding Inc.
The business address of the following director is P.O. Box 2075, George Town, Grand Cayman KY1-1105 Cayman Islands.
Director:
|
Name |
Citizenship |
|
|
Yahui Zhou |
PRC |
Executive Officer:
N/A
SCHEDULE E
Directors and Executive Officers of Perfect Fortune Consultancy Limited
The business address of the following director is Trident Chambers, P.O. Box 146, Road Town, Tortola VG1110, British Virgin Islands.
Directors:
|
Name |
Citizenship |
|
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T Proteus Limited |
British Virgin Islands |
Executive Officers:
N/A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of Opera Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 16, 2023.
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Kunlun Tech Limited |
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By: |
/s/ Tian Jin |
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Name: |
Tian Jin |
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Title: |
Director |
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Kunlun Group Limited |
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By: |
/s/ Tian Jin |
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Name: |
Tian Jin |
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Title: |
Director |
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Kunlun Tech Co., Ltd. |
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By: |
/s/ Han Fang |
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Name: |
Han Fang |
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Title: |
Director |
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Yahui Zhou |
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By: |
/s/ Yahui Zhou |
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Name: |
Yahui Zhou |
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Keeneyes Future Holding Inc. |
||
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By: |
/s/ Yahui Zhou |
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Name: |
Yahui Zhou |
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Title: |
Director |
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Perfect Fortune Consultancy Limited |
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By: |
/s/ Christiaan De Bruyn |
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Name: |
Christiaan De Bruyn on behalf of T Proteus Limited |
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Title: |
Director |
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