1
|
Name
of Reporting Persons
|
|
Shanda
Music Group Limited
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
|
(a)
|
o
|
|
(b)
|
o
|
|
|
3
|
SEC
Use Only
|
|
|
4
|
Source
of Funds
|
|
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
o
|
|
|
6
|
Citizenship
or Place of Organization
|
|
The
British Virgin Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
|
7
|
Sole
Voting Power
|
|
|
|
|
8
|
Shared
Voting Power
|
|
1,678,848,107
Shares (including Shares represented by ADSs) (1)
|
|
|
9
|
Sole
Dispositive Power
|
|
|
|
|
10
|
Shared
Dispositive Power
|
|
1,678,848,107
Shares (including Shares represented by ADSs) (1)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
1,678,848,107
Shares (including Shares represented by ADSs) (1)
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
o
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
|
|
14
|
Type
of Reporting Person
|
|
|
(1)
|
Consists
of 1,263,463,492 Shares (including Shares represented by ADSs) held by
Shanda Music and 415,384,615
Shares that will
be acquired by Shanda (or its designees) in the Asset Transaction pursuant
to the Master Transaction Agreement described under Item
3.
|
(2)
|
This
percentage is calculated based upon 3,353,448,159 outstanding Shares
(including shares represented by ADSs), consisting of 2,938,063,544
Shares (including
Shares represented by ADSs) issued and outstanding as of April 1, 2010 as
set forth in Hurray’s Form 20-F filed with the SEC on April 30, 2010 and
415,384,615
Shares to be
issued to Shanda (or its designees) pursuant to the Asset
Transaction.
|
Item
1. Security and Issuer
(a) This
statement relates to the ordinary shares, par value $0.00005 per share (“
Shares
”) of Hurray! Holding
Co., Ltd. (“
Hurray
”),
including Shares represented by American Depositary Shares of Hurray, each
representing 100 Shares (“
ADSs
”).
(b) The
address of Hurray’s principal executive office is 11/F, China Railway
Construction Tower, No. 20 Shijingshan Road, Shijingshan District, Beijing
100131, People’s Republic of China.
Item
2. Identity and Background
(a)- (c),
(f) The names of the reporting persons are Shanda Interactive
Entertainment Limited (“
Shanda
”) and Shanda Music
Group Limited (“
Shanda
Music
”) (each a “
Reporting Person
” and
together, the “
Reporting
Persons
”).
Shanda is
incorporated with limited liability under the laws of the Cayman
Islands. Shanda Music is incorporated with limited liability under
the laws of the British Virgin Islands.
The
principal office or business address for each of the Reporting Persons is No.
208 Juli Road
,
Pudong New Area, Shanghai 201203, People’s Republic of
China
.
Shanda is
a leading interactive entertainment media company in China which offers a
diversified entertainment content portfolio including, among other things,
massively multiplayer online role playing games, advanced casual games and flash
games, online (internet and wireless value-added services) and offline
literature publication, online chess and board games platform, e-sports game
platform and wireless value-added services, music and online
video. Shanda Music is a wholly-owned subsidiary of
Shanda.
Attached
hereto as Schedule I, and incorporated herein by reference, is the name,
business address, present principal occupation or employment and citizenship of
each director and executive officer of Shanda and Shanda Music.
(d) During
the last five years, none of the Reporting Persons, to the knowledge of the
Reporting Persons, has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons, to the knowledge of the
Reporting 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.
Item
3. Source and Amount of Funds or Other
Considerations
Pursuant
to a Master Transaction Agreement by and between Shanda and Hurray dated as of
June 1, 2010 (the “
Master
Transaction Agreement
”), Hurray agreed to acquire Shanda’s 75% interest
in Shanghai Yisheng Network Technology Co., Ltd. (“
Shanghai Yisheng
”), a leading
online broadcaster in China, in exchange for 415,384,615 Shares of Hurray to be
issued to Shanda (or its designees) (the “
Acquisition
”).
Hurray
also agreed to sell to Shanda (or its designees) Hurray’s wireless value-added
services and recorded music businesses in exchange for an aggregate purchase
price of US$36,944,267 in cash, subject to adjustment based on the verification
of the aggregate cash balances of the companies being sold as part of such
businesses (the “
Disposition
”, and together
with the Acquisition, the “
Asset
Transaction
”).
Shanda
Music also entered into a Rule 10b5-1 Trading Plan with UBS Financial Services
Inc. (“
UBS
”) on
September 12, 2009 under which UBS was retained as an agent of Shanda Music to
establish a trading plan that complies with Rule 10b5-1 and Rule 10b-18 under
the Securities Exchange Act of 1934, as amended (the “
10b5-1
Plan
”). UBS agreed
to purchase up to 2,250,000 ADSs on behalf of Shanda Music pursuant to the
10b5-1 Plan during the period from October 6, 2009 to April 5, 2011 (the “
10b5-1 Period
”), at a limit
price of $3.75, $3.90 or $4.00 per ADS depending on the then closing price of
the ADS on the relevant trading days during the 10b5-1 Plan
Period. As of June 22, 2010, Shanda had acquired 30,301,900 Shares
under the 10b5-1 Plan. The purchases under the 10b5-1 Plan were and will be
fully funded by Shanda from its working capital.
Item
4. Purpose of the Transaction
Hurray’s
Board of Directors believes that the acquisition of Shanghai Yisheng will
strengthen Hurray’s new media platform business, which is better positioned to
capture opportunities in the fast-growing internet and new media market in
China. In particular, Shanghai Yisheng’s new media platform is
expected to complement Hurray’s video sharing platform which it acquired in
January of 2010 with the purchase of Ku6 Holding Limited. In
addition, the Asset Transaction provides an opportunity for Hurray to exit its
existing recorded music and wireless value-added services businesses, which have
underperformed due to competitive pressures and regulatory and other industry
dynamics.
As
described in Item 3 above, which is incorporated into this Item 4 by reference,
pursuant to the Master Transaction Agreement, Shanda is entitled to acquire or
cause its designees to acquire an additional 415,384,615 Shares of
Hurray.
Shanda
intends to increase the number of Shares Shanda Music holds through these two
transactions. Shanda intends to continue to purchase additional
Shares through other potential transactions so that it will indirectly hold more
than 50% of Hurray’s total outstanding Shares.
Item
5. Interest in Securities of the Issuer
(a)
–(b) The following
information
with
respect to the ownership of the Shares (including Shares represented by ADSs) by
the Reporting Persons is provided as of June 22, 2010:
|
|
Shares
Held
Directly
|
|
Sole
Voting
Power
|
|
Shared
Voting
Power
(1)
|
|
Sole
Dispositive
Power
|
|
Shared
Dispositive
Power
(1)
|
|
Beneficial
Ownership
|
|
Percentage
of
Class (2)
|
|
Shanda
Interactive Entertainment Limited
|
|
0
|
|
0
|
|
1,678,848,107
|
|
0
|
|
1,678,848,107
|
|
1,678,848,107
|
|
50.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanda
Music Group Limited
|
|
0
|
|
0
|
|
1,678,848,107
|
|
0
|
|
1,678,848,107
|
|
1,678,848,107
|
|
50.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
___________________
(1)
|
Includes
415,384,615 Shares to be acquired by Shanda (or its designees) in the
Asset Transaction pursuant to the Master Transaction
Agreements.
|
(2)
|
This
percentage is calculated based upon 3,353,448,159 outstanding Shares
(including Shares represented by ADSs), consisting of 2,938,063,544
Shares (including
Shares represented by ADSs) outstanding as of April 1, 2010 as set forth
in Hurray’s Form 20-F filed with the SEC on April 30, 2010 and
415,384,615
Shares to be
issued to Shanda (or its designees) pursuant to the Asset
Transaction.
|
Ex
cept as set forth
in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person
identified in Schedule I hereto beneficially owns any Shares.
(c)
During the past 60 days, none of the Reporting Persons, nor any persons
identified in Schedule I hereto, has entered into any transaction in the Shares
(including Shares represented by ADSs) except for the Asset Transaction and the
10b5-1 Plan.
(d)
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or any proceeds from the sale of, the Shares
(including Shares represented by ADSs) beneficially owned by the Reporting
Persons.
(e)
N
ot
applicable.
Item
6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The
information provided in Items 3, 4 and 5 is hereby incorporated by
reference.
Other
than as described in this Schedule 13D, to the best of the Reporting Persons’
knowledge, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of
Hurray.
Item
7. Material to be Filed as Exhibits
Exhibit A
– Joint Filing Agreement dated June 23, 2010 among Shanda Interactive
Entertainment Limited and Shanda Music Group Limited.
Exhibit B
– Master Transaction Agreement dated June 1, 2010 by and between Shanda
Interactive Entertainment Limited and Hurray! Holding Co., Ltd. (incorporated by
reference to Exhibit 99.2 of Hurray! Holding Co., Ltd.’s report on Form 6-K,
filed with the SEC on June 2, 2010).
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.
June
23, 2010
|
SHANDA
INTERACTIVE ENTERTAINMENT LIMITED
|
|
|
|
|
|
By:
|
/s/
Tianqiao Chen
|
|
|
Name:
Tianqiao Chen
|
|
|
Title:
Chairman and Chief Executive
Officer
|
|
SHANDA
MUSIC GROUP LIMITED
|
|
|
|
|
June
23, 2010
|
By:
|
/s/
Tianqiao Chen
|
|
|
Name:
Tianqiao Chen
|
|
|
Title:
Director
|
|
|
|
Schedule
I
DIRECTORS
AND EXECUTIVE OFFICERS OF SHANDA
The name,
present principal occupation or employment and citizenship of each director and
executive officer of Shanda are set forth below. Each occupation set forth
opposite an individual’s name in the following table refers to employment with
Shanda. The business address of each director and officer is
No. 208 Juli Road
,
Pudong New Area, Shanghai 201203, People’s Republic of China.
Name
|
|
Citizenship
|
|
Present
Principal Occupation
|
Tianqiao
Chen(1)
|
|
China
|
|
Chairman
of the Board and Chief Executive Officer
|
Qunzhao
Tan
|
|
China
|
|
Non-executive
Director
|
Danian
Chen
|
|
China
|
|
Director
and Chief Operating Officer
|
Qianqian
Luo(1)
|
|
China
|
|
Non-executive
Director
|
Jingsheng
Huang(2)
|
|
U.S.A.
|
|
Independent
Director
|
Chengyu
Xiong(2)
|
|
China
|
|
Independent
Director
|
Kai
Zhao(2)
|
|
China
|
|
Independent
Director
|
Jin
Zhang
|
|
China
|
|
Vice
President
|
Grace
Wu
|
|
U.S.A.
|
|
Director
and Chief Financial Officer
|
Haifa
Zhu
|
|
China
|
|
Chief
Investment Officer
|
Danning
Mi
|
|
China
|
|
Chief
Information Officer
|
_______________
(1)
Member of the compensation committee.
(2)
Member of the audit committee.
DIRECTORS
AND EXECUTIVE OFFICERS OF SHANDA MUSIC
Mr. Tianqiao
Chen, Chairman and Chief Executive Officer of Shanda, is the sole director of
Shanda Music. Shanda Music has no executive officers.
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended (the “
Exchange
Act
”), each of the undersigned hereby agrees that (i) a statement on
Schedule 13D with respect to the ordinary shares, par value $0.00005 per share
(the “
Shares
”),
including Shares represented by American Depositary Shares, each representing
100 Shares, of Hurray! Holding Co., Ltd. (including amendments thereto) filed
herewith shall be filed on behalf of each of the undersigned, and (ii) this
Joint Filing Agreement shall be included as an exhibit to such joint filing,
provided
that, as
provided by Section 13d-1(k)(ii) of the Exchange Act, no person shall be
responsible for the completeness and accuracy of the information concerning the
other person making the filing unless such person knows or has reason to believe
such information is inaccurate.
This
Joint Filing Agreement may be executed in any number of counterparts all of
which together shall constitute one and the same instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of this
23
rd
day
of June, 2010.
June
23, 2010
|
SHANDA
INTERACTIVE ENTERTAINMENT LIMITED
|
|
|
|
|
|
By:
|
/s/
Tianqiao Chen
|
|
|
Name:
Tianqiao Chen
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
SHANDA
MUSIC GROUP LIMITED
|
|
|
|
|
|
|
June
23, 2010
|
By:
|
/s/
Tianqiao Chen
|
|
|
Name:
Tianqiao Chen
|
|
|
Title:
Director
|