Amended Statement of Beneficial Ownership (sc 13d/a)
27 July 2017 - 8:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
(Amendment No. 3)
Under the Securities Exchange Act of 1934
The9 Limited
(Name of Issuer)
Ordinary Shares
(Title
of Class of Securities)
88337K104
(CUSIP Number)
|
Jun Zhu
Incsight Limited
c/o
21/F, Building No. 3, 690 Bibo Road
Zhangjiang
Hi-Tech
Park
Pudong New Area, Shanghai 201203
Peoples Republic of China
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 8, 2017
(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. ☐
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-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 persons 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 (
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
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NAMES OF
REPORTING PERSONS
Jun Zhu
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
PF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Republic of Singapore
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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SOLE VOTING POWER
24,358,852
(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
24,358,852
(1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,358,852
(1)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
25.2%
(2)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
IN
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(1)
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Consists of 18,607,334 ordinary shares and 912,094 ordinary shares represented by American depositary shares held by Incsight Limited, a British Virgin Islands company that is wholly owned and controlled by Jun Zhu.
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(2)
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Based on 96,583,929 ordinary shares of the Issuer issued and outstanding as of July 25, 2017.
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CUSIP No. 88337K104
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1
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NAMES OF
REPORTING PERSONS
Incsight Limited
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2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP
(a) ☐ (b) ☒
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS (See Instructions)
WC, OO
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5
|
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
19,519,428
(1)
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
19,519,428
(1)
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,519,428
(1)
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12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
20.2%
(2)
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14
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TYPE OF REPORTING PERSON (See
Instructions)
CO
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(1)
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Consists of 18,607,334 ordinary shares and 912,094 ordinary shares represented by American depositary shares held by Incsight Limited.
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(2)
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Based on 96,583,929 ordinary shares of the Issuer issued and outstanding as of July 25, 2017.
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EXPLANATORY NOTE
This Amendment No. 3 (the
Amendment
) amends the Statement on Schedule 13D initially filed with the Securities and
Exchange Commission (the
SEC
) on December 24, 2015, as amended by the Amendment No. 1 and Amendment No. 2 to the Schedule 13D filed with the SEC on March 29, 2016 and January 9, 2017, respectively (the
Schedule 13D
), by Jun Zhu and Incsight Limited (the
Reporting Persons
, and each, a
Reporting Person
) with respect to the ordinary shares, par value US$0.01 per share (the
Ordinary
Shares
), of The9 Limited (the
Issuer
). Capitalized terms used herein but not otherwise defined herein have the meanings given to them in the Schedule 13D. This Amendment is being filed to report a material change in
beneficial ownership by the Reporting Persons, and amends Items 3, 5, 6 and 7 of the Schedule 13D. Except as provided herein, all other information in the Schedule 13D remains the same.
Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 of the Schedule 13D is hereby
supplemented by the following.
Pursuant to a share purchase agreement dated as of June 7, 2017 by and between the Issuer and
Incsight (the
Purchase Agreement
), on June 8, 2017, Incsight purchased, and the Issuer issued, sold and delivered 12,500,000 Ordinary Shares for an aggregate purchase price of US$15 million, or US$1.2 per Ordinary Share,
which Incsight agreed to pay within three (3) months after June 8, 2017. The purchase price is expected to be funded in whole or in part by a loan to be taken out by Incsight from a commercial bank in China.
In the past, the Issuer granted options to purchase Ordinary Shares (the
Original Options
) to Jun Zhu under the
Issuers 2004 Stock Option Plan, as amended (the
Plan
), pursuant to stock option award agreements between the Issuer and Jun Zhu. Pursuant to a letter agreement dated June 1, 2017 between the Issuer and Jun Zhu, the Issuer
repriced and accelerated the Original Options and, in exchange therefor, Jun Zhu agreed to cancel a portion of the Original Options and exercise the balance of the Original Options to acquire 4,839,424 ADSs, which were determined by an independent
appraisal firm to have the same fair value as the Original Options.
References to the Purchase Agreement in this Schedule 13D are
qualified in their entirety by reference to the full text of the Purchase Agreement (including the appendix), which is filed as
Exhibit
C
hereto and incorporated herein by reference.
Item 5.
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Interest in Securities of the Issuer.
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The first paragraph under Item 5(a)(b) of
the Schedule 13D is hereby amended and restated as follows.
(a)(b) The responses of each Reporting Person to Rows (11) through
(13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is based on
96,583,929 Ordinary Shares issued and outstanding as of July 25, 2017.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby supplemented by the following.
Incsight and Bosma has terminated the Voting Agreement effective on April 1, 2017, pursuant to a termination and release agreement
between them dated April 18, 2017.
Item 7.
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Material to be Filed as Exhibits.
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Exhibit
No.
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Description
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A*
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Joint Filing Agreement, dated December 24, 2015 by and between the Reporting Persons.
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B*
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Voting Agreement, dated November 26, 2004, by and between Incsight and Bosma Limited (incorporated by reference to Exhibit 4.7 to the registration statement on
Form F-1 filed
with the Securities and Exchange Commission on November 26, 2004 (File
No. 333-120810)).
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C
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Share Purchase Agreement dated June 7, 2017 by and between the Issuer and Incsight Limited.
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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.
Date: July 27, 2017
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/s/ Jun Zhu
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Jun Zhu
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Incsight Limited
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By:
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/s/ Jun Zhu
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Name:
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Jun Zhu
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Title:
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Director
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[
Signature Page to Schedule 13D/A (Amendment No.
3
)
]
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