CUSIP No. 98212L 101
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Page 1 of 6 Pages
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 1)
JMU Limited
(Name of Issuer)
Ordinary Shares, par value US$0.00001
per share
(Title of Class of Securities)
98212L 101
(1)
(CUSIP Number)
Haohan Xu
12 East 49 Street, 17th Floor
New York, New York 10017
Phone: (617) 922-9896
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 21, 2019
(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.
*
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 (“
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).
(1) This CUSIP number applies to the Issuer’s American
Depositary Shares, each representing 180 ordinary shares of the Issuer.
CUSIP No. 98212L 101
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Page 2 of 6 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
Haohan Xu
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)
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(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
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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
United States
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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
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1,011,303,374
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8.
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SHARED VOTING POWER
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0
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9.
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SOLE DISPOSITIVE POWER
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1,011,303,374
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10.
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SHARED DISPOSITIVE POWER
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0
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,011,303,374
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12.
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CHECK BOX 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)
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47.95%
(2)
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14.
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TYPE OF REPORTING PERSON (see instructions)
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IN
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(2) Calculated based on the number in Row 11 above divided by
2,108,869,528 Ordinary Shares (excluding 759,600 Ordinary Shares in the form of ADSs that are reserved for issuance upon
the exercise of share awards) issued and outstanding as of May 21, 2019 after the Acquisition (as defined below), as disclosed
in the Share Purchase Agreement (as defined below).
CUSIP No. 98212L 101
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Page 3 of 6 Pages
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Item 1. Security and Issuer.
This statement on Schedule 13D (this
“
Statement
”) constitutes the Amendment No. 1 to the Schedule 13D filed with the U.S. Securities and
Exchange Commission (the “
Commission
”) on April 18, 2019 (the “
Original Schedule 13D
”),
by Mr. Haohan Xu (“
Mr. Xu
” or the “
Reporting Person
”) with respect to the ordinary
shares (“
Ordinary Shares
”) of JMU Limited, a Cayman Islands company (the “
Issuer
”),
whose principal executive office is located at 2/F, No. 608, Macau Road, Putuo District, Shanghai 200060, People’s
Republic of China.
Item 3. Source or Amount of Funds or Other Consideration.
Item 3 of the Original Schedule 13D is hereby
amended and supplemented by the following:
On May 21, 2019, Mr. Xu, the Issuer
and Unicorn Investment Limited, a company incorporated under the laws of British Virgin Islands
(“
Unicorn
”), entered into a share purchase agreement (the “
Share Purchase Agreement
”),
pursuant to which Mr. Xu acquired 632,660,858 newly issued Ordinary Shares in consideration for the shares of Unicorn held by
Mr. Xu, being all the issued and outstanding shares of Unicorn (the “
Acquisition
”). Immediately following
the closing of the Acquisition on May 21, 2019, Unicorn became a wholly owned subsidiary of the Issuer, and Mr. Xu held in
the aggregate 1,011,303,374 Ordinary Shares.
The description of the Share Purchase Agreement
is qualified in its entirety by reference to the complete text of the Share Purchase Agreement, which has been filed as
Exhibit
99.5
, and which is incorporated herein by reference in its entirety.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby
amended and supplemented by the following:
The information set forth in Items 3 and
5 is hereby incorporated by reference in its entirety in this Item 4.
Registration Rights Agreement
On May 21, 2019, the Issuer and Mr. Xu entered
into a registration rights agreement (the “
Registration Rights Agreement
”), pursuant to which the Issuer agreed
to provide Mr. Xu with certain registration rights of the Ordinary Shares held by Mr. Xu.
Upon receipt of a written request
from the holders of ten percent (10%) of the registrable securities then outstanding requesting the Issuer effect a
registration under the Securities Act covering all of part of the shares held by them, the Issuer shall, as soon as it is
practicable, but in no event later than ninety days (90) after receipt of such written request, file with the Commission, and
use its reasonable best efforts to cause to be declared effective, a registration statement, or a shelf
registration statement. However, the Issuer shall not be obligated to effect any such registration if the aggregate offering
price (before deduction of underwriting discounts, commissions and expenses) relating to such registration is
less than $5,000,000.
If, at any time, the Issuer files a registration
statement with the Commission, holders of registration rights under the Registration Rights Agreement will be entitled, subject
to certain exceptions, to exercise “piggyback” registration rights requiring the Issuer to include in any such registration
that number of shares held by them, subject to certain prescribed limitations provided in the Registration Rights Agreement.
The Issuer may, on a limited number of occasions,
and in certain prescribed circumstances, delay the filing or effectiveness of any registration statement required to be filed pursuant
to the Registration Rights Agreement.
The description of the Registration Rights
Agreement in this Item 4 is qualified in its entirety by reference to the complete text of the Registration Rights Agreement, which
has been filed as
Exhibit 99.6
, and which is incorporated herein by reference in its entirety.
CUSIP No. 98212L 101
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Page 4 of 6 Pages
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Consistent with such purposes, and
subject to the limitations, rules and requirements under applicable law, limitations under the charter and bylaws of the
Issuer, the Reporting Person, as a shareholder of the Issuer, may engage in communications, without limitation, with
management of the Issuer, one or more members of the board of directors of the Issuer, other shareholders of the Issuer and
other relevant parties, and may make suggestions concerning the business, assets, capitalization, financial condition,
operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and
future plans of the Issuer, and such other matters as the Reporting Person may deem relevant to his investment in the
Issuer.
Although the Reporting Person has no present
agreement to acquire additional securities of the Issuer, he intends to review his investment on a regular basis and, as a result
thereof and subject to the terms and conditions of the transaction documents described in the Statement, may at any time or from
time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market
purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer
owned by him in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course
of action, which could involve one or more of the types of transactions or have one or more of the results described in the next
paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable
laws and regulations and subject to the restrictions on transfers set forth in the transaction documents described in the Statement.
Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change his intention with respect
to any or all of such matters. In reaching any decision as to his course of action (as well as to the specific elements thereof),
the Reporting Person currently expects that he would take into consideration a variety of factors, including, but not limited to,
the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally;
other business opportunities available to the Reporting Person; changes in law and government regulations; general economic conditions;
and money and stock market conditions, including the market price of the securities of the Issuer. Except as set forth in this
Item 4, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby
amended and restated as follows:
(a)-(b) The responses to rows (7)
through (13) of the cover page of this Statement are hereby incorporated by reference in their entirety in this Item 5.
The percentage of the class of securities identified pursuant to Item 1 beneficially owned by the Reporting Person is based
on 2,108,869,528 Ordinary Shares (excluding 759,600 Ordinary Shares in the form of ADSs that are reserved for issuance
upon the exercise of share awards) issued and outstanding as of May 21, 2019 after the Acquisition, as disclosed in the Share
Purchase Agreement.
Except as disclosed in this Statement, the
Reporting Person presently does not have the power to vote or to direct the vote or to dispose or direct the disposition of any
Ordinary Shares that he may be deemed to beneficially own.
(c) Except as disclosed in this Statement,
the Reporting Person did not effect any transaction in the Ordinary Shares during the past 60 days.
(d) Except as disclosed in this Statement,
to the best knowledge of the Reporting Person, no person other than the Reporting Person is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned
by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby
amended and supplemented by the following:
Item 3 and Item 4 are incorporated herein
by reference in their entirety.
CUSIP No. 98212L 101
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Page 5 of 6 Pages
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To the best knowledge of the Reporting Person,
except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between
the Reporting Person and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency,
the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit No.
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Description
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99.1*
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Share Transfer Agreement, dated as of April 8, 2019, by and between Haohan Xu and Markland (Hong Kong) Investment Limited.
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99.2*
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Share Transfer Agreement, dated as of April 8, 2019, by and between Haohan Xu and Universal Hunter (BVI) Limited.
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99.3*
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Share Transfer Agreement, dated as of April 8, 2019, by and between Haohan Xu and Vertical Channel Limited.
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99.4*
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Share Transfer Agreement, dated as of April 8, 2019, by and between Haohan Xu and Zhejiang Sunward Fishery Restaurant Group Share Co., Ltd.
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99.5
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Share Purchase Agreement, dated as of May 21, 2019, by and among the Issuer, Mr. Xu and Unicorn
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99.6
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Registration Rights Agreement, dated as of May 21, 2019, by and between the Issuer and Mr. Xu
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*
Previously filed.
CUSIP No. 98212L 101
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Page 6 of 6 Pages
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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.
Dated: May 30, 2019