Item 1. Security and Issuer
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2015 (as amended by Amendment No. 1 filed with the SEC on June 5, 2015 and Amendment No. 2 filed with the SEC on February 11, 2016, the “Original Statement” and, together with this Amendment No. 3, the “Statement”). Unless specifically amended hereby, the disclosures set forth in the Original Statement shall remain unchanged. All capitalized terms used in this Amendment No. 3 but not defined herein shall have the meanings ascribed thereto in the Original Statement.
Item 2. Identity and Background
Item 2 (including Appendix A attached thereto) is hereby amended and restated in its entirety, as follows:
“(a) – (c), (f) This Statement is being filed jointly by:
(i)
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Tencent Holdings Limited, a Cayman Islands company (“Tencent”);
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(ii)
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Red River Investment Limited, a British Virgin Islands company and a direct wholly-owned subsidiary of Tencent (“Red River”); and
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(iii)
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THL E Limited, a British Virgin Islands company and a direct wholly-owned subsidiary of Tencent (“THL”).
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Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons. 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.
The principal address of Tencent is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. The principal address of Red River is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The principal address of THL is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
Tencent is an internet service portal in China providing value-added Internet, mobile and telecom services and online advertising and has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700). Each of Red River and THL is a direct wholly-owned subsidiary of Tencent and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests.
Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each executive officer and director of Tencent, Red River and THL, which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
(d)-(e) None of the Reporting Persons nor any of the persons or entities referred to in Appendix A 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
Item 3 of the Statement is hereby amended and supplemented by inserting the following at the end thereof:
Between February 12, 2016 and February 25, 2016 (both dates inclusive), THL, as a result of certain open market purchases of shares of Common Stock (the “Open Market Purchases”), acquired an aggregate of 3,993,740 shares of Common Stock. THL used funds from an affiliate, which is a wholly-owned subsidiary of Tencent, to pay for the Open Market Purchases.
Item 4. Purpose of Transaction
Item 4 of the Statement is hereby amended by amending and restating the first paragraph, as follows:
CUSIP No. 379890106
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SCHEDULE 13D |
Page 6 of 7
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As described in Item 3 above and Item 6 below, which descriptions are incorporated herein by reference in response to this Item 4, this Statement is being filed in connection with the acquisition of the Shares by Red River pursuant to the Purchase Agreement and the subsequent Open Market Purchases by THL. As a result of the transactions described in this Statement, the Reporting Persons acquired approximately 21.5% of the total Common Stock outstanding on November 1, 2015, and received the right to nominate one director for election to the board of directors of the Issuer (the “Board”).
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended by amending and restating Items 5(a), (b) and (c), as follows:
(a) - (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or direct the vote of 28,194,690 shares of Common Stock.
Based on a total of 131,259,611 shares of Common Stock outstanding as of November 1, 2015, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 9, 2015, which includes 21,000,000 shares of Common Stock issued by the Issuer to Red River under the Purchase Agreement plus 7,194,690 shares of Common Stock acquired by THL in the Open Market Purchases, the Reporting Persons beneficially held approximately 21.5% of the total shares of Common Stock outstanding on November 1, 2015.
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Appendix A hereto beneficially owns any shares of Common Stock.
(c) Except as described below and elsewhere in this Statement, there have been no transactions in the Shares by the Reporting Persons during the past 60 days and, to the knowledge of the Reporting Persons, there have been no transactions in the shares of Common Stock by any of the persons identified in Appendix A hereto during the past 60 days. Between February 8, 2016 and February 25, 2016 (both dates inclusive), THL purchased an aggregate of 7,194,690 shares of Common Stock in the Open Market Purchases. Below is a summary of the Open Market Purchases made by THL between February 8, 2016 and February 25, 2016, including the number of shares of Common Stock purchased, the average price per share of Common Stock purchased and the price range of the shares of Common Stock purchased on each day. The Reporting Persons undertake to provide, upon the request of the staff of the SEC, full information regarding the number of Shares purchased at each separate price.
Transaction Date
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Number of Shares
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Average Price Per Share
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Price Range of Shares
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February 8, 2016
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800,950
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$2.6941
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$2.64 - $2.76
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February 9, 2016
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1,760,000
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$2.8858
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$2.65 - $2.945
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February 10, 2016
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640,000
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$2.9941
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$2.95 - $3.02
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February 12, 2016
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793
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$3.0476
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$3.04 - 3.05
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February 16, 2016
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428,000
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$3.2916
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$3.18 - 3.39
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February 17, 2016
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323,600
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$3.4434
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$3.40 - 3.56
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February 19, 2016
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38,914
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$3.6898
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$3.67 - 3.70
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February 22, 2016
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75,008
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$3.6913
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$3.65 - 3.70
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February 23, 2016
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1,050,000
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$3.7603
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$3.71 - 3.80
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February 24, 2016
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1,621,964
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$3.6650
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$3.56 - 3.7050
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February 25, 2016
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455,461 |
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$3.8088 |
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$3.71 - 3.85 |
The information set forth in Item 3 above and in Item 6 is also incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Exhibit 1:
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Joint Filing Agreement, dated as of February 11, 2016, between Red River Investment Limited, Tencent Holdings Limited and THL E Limited, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 (previously filed).
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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: February 25, 2016
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RED RIVER INVESTMENT LIMITED
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By:
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/s/ Li Zhao Hui
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Name:
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Li Zhao Hui
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Title:
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Authorized Representative
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TENCENT HOLDINGS LIMITED
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By:
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/s/ Li Zhao Hui
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Name:
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Li Zhao Hui
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Title:
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Authorized Representative
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THL E LIMITED
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By:
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/s/ Li Zhao Hui
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Name:
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Li Zhao Hui
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Title:
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Authorized Representative
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APPENDIX A
EXECUTIVE OFFICERS AND DIRECTORS
The business address of each of the following individuals is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.
Red River
The directors for Red River Investment Limited are as follows:
Name
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Present Principal Employment
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Business Address
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Citizenship
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Ma Huateng
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Director
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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Charles St Leger Searle
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Director
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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Republic of South Africa
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Red River Investment Limited does not have any executive officers
Tencent
The directors for Tencent Holdings Limited are as follows:
Name
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Present Principal Employment
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Business Address
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Citizenship
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Ma Huateng
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Executive Director, Chairman of the Board and Chief Executive Officer of Tencent Holdings Limited
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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Lau Chi Ping Martin
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Executive Director and President of Tencent Holdings Limited
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China (Hong Kong SAR)
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Charles St Leger Searle
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Non-executive Director of Tencent Holdings Limited, Chief Executive Officer of Naspers Internet Listed Assets
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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Republic of South Africa
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Jacobus Petrus (Koos) Bekker
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Non-executive Director of Tencent Holdings Limited, Non-executive Chairman of Naspers
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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Republic of South Africa
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Li Dong Sheng
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Independent Non-executive Director of Tencent Holdings Limited, Chairman and Chief Executive Officer of TCL Corporation, Chairman of TCL Multimedia Technology Holdings Limited, Chairman of TCL Communication Technology Holdings Limited
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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Iain Ferguson Bruce
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Independent Non-executive Director of Tencent Holdings Limited
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China (Hong Kong SAR)
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Ian Charles Stone
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Independent Non-executive Director of Tencent Holdings Limited, Chief Executive Officer of Saudi Integrated Telecom Company, Director of Franco Development Ltd
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China (Hong Kong SAR)
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The executive officers for Tencent Holdings Limited are as follows:
Name
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Present Principal Employment
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Business Address
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Citizenship
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Ma Huateng
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Executive Director, Chairman of the Board, Chief Executive Officer
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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Lau Chi Ping Martin
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Executive Director, President
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China (Hong Kong SAR)
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David A.M. Wallerstein
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Chief eXploration Officer, Senior Executive Vice President
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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United States of America
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Xu Chenye
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Chief Information Officer
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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Ren Yuxin
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Chief Operating Officer, President of Interactive Entertainment Group and Mobile Internet Group
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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James Gordon Mitchell
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Chief Strategy Officer, Senior Executive Vice President
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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United Kingdom of Great Britain and Northern Ireland
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John Shek Hon Lo
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Chief Financial Officer, Senior Vice President
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China (Hong Kong SAR)
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THL
The directors for THL E Limited are as follows:
Name
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Present Principal Employment
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Business Address
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Citizenship
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Ma Huateng
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Director
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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People’s Republic of China
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Charles St Leger Searle
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Director
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c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong
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Republic of South Africa
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THL E Limited does not have any executive officers