(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(2) This CUSIP number applies to the Issuer’s
American Depositary Shares, each representing 18 ordinary shares of the Issuer.
(1)
|
NAME OF REPORTING PERSONS
|
|
CDH Barley Limited (“
CDH Barley
”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
|
|
(b)
¨
|
(3)
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SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
British Virgin Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(5)
|
SOLE VOTING POWER
|
|
|
|
78,362,511
Ordinary Shares
1
(See Item 4)
|
(6)
|
SHARED VOTING POWER
|
|
|
|
0
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
78,362,511
Ordinary Shares
1
(See Item 4)
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
78,362,511
Ordinary Shares
1
|
(10)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
5.3%
2
|
(12)
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
|
|
|
|
|
1
Includes
5,922,792 ordinary shares, par value US$0.00001 per share, of the Issuer (“
Ordinary Shares
”) held in the form
of
329,044
American Depositary Shares (“
ADSs
”),
one of which
represents 18 Ordinary Shares
.
2
As a percentage
of 1,476,208,670 Ordinary Shares issued and outstanding as of December 31, 2016.
(1)
|
NAME OF REPORTING PERSONS
|
|
CDH Venture Partners II, L.P. (“
CDH Venture
”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
|
|
(b)
¨
|
(3)
|
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(5)
|
SOLE VOTING POWER
|
|
|
|
78,362,511
Ordinary Shares
1
(See Item 4)
|
(6)
|
SHARED VOTING POWER
|
|
|
|
0
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
78,362,511
Ordinary Shares
1
(See Item 4)
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
78,362,511
Ordinary Shares
1
|
(10)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
5.3%
2
|
(12)
|
TYPE OF REPORTING PERSON
|
|
PN
|
|
|
|
|
|
|
|
1
Includes
5,922,792 Ordinary Shares held in the form of
329,044
ADSs,
one of which represents
18 Ordinary Shares
.
2
As a percentage
of 1,476,208,670 Ordinary Shares issued and outstanding as of December 31, 2016.
(1)
|
NAME OF REPORTING PERSONS
|
|
CDH Venture GP II Company Limited (“
CDH GP
”)
|
(2)
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
¨
|
|
(b)
¨
|
(3)
|
SEC USE ONLY
|
(4)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
Cayman Islands
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
(5)
|
SOLE VOTING POWER
|
|
|
|
78,362,511
Ordinary Shares
1
(See Item 4)
|
(6)
|
SHARED VOTING POWER
|
|
|
|
0
|
(7)
|
SOLE DISPOSITIVE POWER
|
|
|
|
78,362,511
Ordinary Shares
1
(See Item 4)
|
(8)
|
SHARED DISPOSITIVE POWER
|
|
|
|
0
|
(9)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
78,362,511
Ordinary Shares
1
|
(10)
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
(11)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9)
|
|
5.3%
1
|
(12)
|
TYPE OF REPORTING PERSON
|
|
CO
|
|
|
|
|
|
|
|
1
Includes
5,922,792 Ordinary Shares held in the form of
329,044
ADSs,
one of which represents
18 Ordinary Shares
.
2
As a percentage
of 1,476,208,670 Ordinary Shares issued and outstanding as of December 31, 2016.
|
Item 1(a).
|
Name
of Issuer:
|
JMU Limited (the “
Issuer
”), formerly
known as Wowo Limited.
|
Item 1(b).
|
Address of Issuer's Principal Executive Offices:
|
North Guoquan Road 1688 Long
No. 75, Building A8, 6F
Yangpu District
Shanghai
People’s Republic of China
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule 13G is filed by and on behalf of:
(a) CDH Barley Limited;
(b) CDH Venture Partners II, L.P.; and
(c) CDH Venture GP II Company Limited.
|
Item 2(b).
|
Address of Principal Business Office or, if None,
Residence:
|
For CDH Barley:
Kingston Chambers
P.O. Box 173, Road Town, Tortola
British Virgin Islands
For CDH Venture:
Ugland House, P.O. Box 309GT
George Town, Grand Cayman
Grand Cayman, KY1-1104
Cayman Islands
For CDH GP:
Ugland House, P.O. Box 309GT
George Town, Grand Cayman
Grand Cayman, KY1-1104
Cayman Islands
CDH Barley is a British Virgin Islands company.
CDH Venture is a Cayman Islands limited liability
partnership.
CDH GP is a Cayman Islands company.
|
Item 2(d).
|
Title of Class of Securities:
|
Ordinary shares of the Issuer, par value US$0.00001
per share.
46647L 105 (ADSs of the Issuer)
|
Item 3.
|
Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c):
|
Not applicable
The following table sets forth the beneficial ownership
of the ordinary shares of the Issuer by each of the reporting persons as of December 31, 2016:
|
|
|
Number
of shares as to which such person has:
|
Reporting
Person
|
Amount
Beneficially Owned
|
Percent
of Class
(1)
|
Sole
Power to Vote or Direct the Vote
|
Shared
Power to Vote or to Direct the Vote
|
Sole
Power to Dispose or to Direct the Disposition of
|
Shared
Power to Dispose or to Direct the Disposition of
|
CDH
Barley
|
78,362,511
(2)
|
5.3%
|
78,362,511
|
0
|
78,362,511
|
0
|
CDH
Venture
|
78,362,511
(2)
|
5.3%
|
78,362,511
|
0
|
78,362,511
|
0
|
CDH
GP
|
78,362,511
(2)
|
5.3%
|
78,362,511
|
0
|
78,362,511
|
0
|
(1)
As
a percentage of 1,476,208,670 Ordinary Shares issued and outstanding as of December 31, 2016.
(2)
Represents 78,362,511 Ordinary Shares held by CDH Barley, including 5,922,792 Ordinary Shares held in the form of
329,044
ADSs,
one of which represents 18 Ordinary Shares
.
CDH Barley is 100% owned by CDH Venture, whose general partner is CDH GP. CDH GP has the power to direct CDH Venture as to the
voting and disposition of shares directly and indirectly held by CDH Venture. CDH Venture and CDH GP may also be deemed to have
the sole voting power and sole dispositive power with respect to the ordinary shares of the Issuer held by CDH Barley. The voting
and investment power of the Issuer’s ordinary shares held by CDH Barley is exercised by the investment committee of CDH GP,
which consists of Yan Huang, William Hsu, Shuge Jiao and Shangzhi Wu. Pursuant to Section 13(d) of the Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder, each of Yan Huang, William Hsu, Shuge Jiao and Shangzhi Wu may be deemed
to share beneficial ownership of the ordinary shares of the Issuer directly held by CDH Barley. Each of Yan Huang, William Hsu,
Shuge Jiao and Shangzhi Wu disclaims the beneficial ownership of any of the ordinary shares of the Issuer directly held by CDH
Barley, except to the extent of their pecuniary interests therein.
|
Item 5.
|
Ownership
of Five Percent or Less of a Class:
|
Not applicable
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person:
|
Not applicable
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
|
Not applicable
|
Item 8.
|
Identification and Classification of Members of the
Group:
|
The members of this group are set forth as reporting
persons on Schedule 13G.
|
Item 9.
|
Notice of Dissolution of Group:
|
Not applicable
Not applicable
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 6, 2017
|
CDH Barley Limited
|
|
|
|
|
|
|
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By:
|
/s/ William Hsu
|
|
|
Name: William Hsu
|
|
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Title: Director
|
|
|
|
|
|
|
|
CDH Venture Partners II, L.P.
|
|
|
|
|
|
|
By: CDH Venture GP II Company Limited,
|
|
its general partner
|
|
|
|
|
By:
|
/s/ William Hsu
|
|
|
Name: William Hsu
|
|
|
Title: Director
|
|
|
|
|
|
|
|
CDH Venture GP II Company Limited
|
|
|
|
|
|
|
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By:
|
/s/ William Hsu
|
|
|
Name: William Hsu
|
|
|
Title: Director
|
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
Exhibit No.
|
Description
|
|
|
A
|
Joint Filing Agreement
|
Exhibit 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 13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the ordinary shares, par value $0.00001 per share, of JMU 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.
[Remainder of this page has been
left intentionally blank.]
SIGNATURE
IN WITNESS WHEREOF, the undersigned
hereby execute this Agreement as of February 6, 2017.
|
CDH Barley Limited
|
|
|
|
|
|
|
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By:
|
/s/ William Hsu
|
|
|
Name: William Hsu
|
|
|
Title: Director
|
|
|
|
|
|
|
|
CDH Venture Partners II, L.P.
|
|
|
|
|
|
|
By: CDH Venture GP II Company Limited,
|
|
its general partner
|
|
|
|
|
By:
|
/s/ William Hsu
|
|
|
Name: William Hsu
|
|
|
Title: Director
|
|
|
|
|
|
|
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CDH Venture GP II Company Limited
|
|
|
|
|
|
|
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By:
|
/s/ William Hsu
|
|
|
Name: William Hsu
|
|
|
Title: Director
|
[Signature Page to Joint Filing
Agreement to Schedule 13G]