INTRODUCTION
This Amendment No. 1 (this Amendment) to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this Transaction Statement), is being filed with the Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the
Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons (each, a Filing Person, and collectively, the Filing Persons): (a) DouYu International Holdings
Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the DouYu), the issuer of ordinary shares, par value $0.0001 per share (each, a DouYu share), including the
DouYu shares represented by the American depositary shares, every 10 American depositary shares represent one DouYu share (the DouYu ADS), (b) HUYA Inc., an exempted company with limited liability incorporated under the laws of
the Cayman Islands (Huya), (c) Tiger Company Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a directly wholly owned subsidiary of Huya (Merger Sub),
(d) Tencent Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (Tencent), (e) Nectarine Investment Limited, a business company with limited liability incorporated
under the laws of the British Virgin Islands and a wholly owned Subsidiary of Tencent, (f) Mr. Shaojie Chen, a citizen of the Peoples Republic of China (Mr. Chen), (g) Warrior Ace Holding Limited, a business company incorporated
with limited liability under the laws of the British Virgin Islands wholly-owned by Mr. Chen, (h) Mr. Wenming Zhang, a citizen of the Peoples Republic of China (Mr. Zhang), and (i) Starry Zone Investments Limited, a business
company incorporated with limited liability under the laws of the British Virgin Islands wholly-owned by Mr. Zhang. This Amendment amends and restates in its entirety information set forth in the Transaction Statement.
On October 12, 2020, Huya, Merger Sub, Tencent and DouYu entered into an agreement and plan of merger (the Merger
Agreement) which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the merger agreement (the Plan of Merger). If the
Merger Agreement and the Plan of Merger are approved and authorized by DouYus shareholders and the other conditions to the closing of the merger (as described below) are met, Merger Sub will merge with and into DouYu (the
Merger) in accordance with the Cayman Islands Companies Law (2020 Revision) (the Cayman Companies Law), with DouYu continuing as the surviving company corporation after the Merger as a wholly owned subsidiary of
Huya.
Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), (a) each
DouYu share issued and outstanding immediately prior to the Effective Time (other than DouYu shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall be cancelled in exchange for the right of the holder of the
relevant DouYu share to receive 7.30 (the Share Exchange Ratio) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya
(Huya Class A shares) (such number of shares, the Per Share Merger Consideration), (b) each DouYu ADS issued and outstanding immediately prior to the Effective Time shall be cancelled in
exchange for the right of the holder of the relevant DouYu ADS to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A share (the Huya ADSs) (such number of Huya ADSs, the Per
ADS Merger Consideration); provided that (i) each DouYu share and DouYu ADS issued and outstanding immediately prior to the Effective Time that is (1) issued to and held by DouYu Employee Benefit Trust (the DouYu RSU
Trust), or (2) repurchased and held by DouYu in treasury either in the form of DouYu shares or ADSs (collectively, the Excluded Shares ) shall automatically be cancelled and shall cease to exist, and no
consideration shall be delivered or deliverable in exchange therefor, and (ii) if any holder of DouYu shares (a Purported Dissenting Shareholder) provides any notice of objection, notice of dissent, written demand for
appraisal or takes any other action that purports to exercise any dissenter rights pursuant to Section 238 of the Cayman Companies Law, such Purported Dissenting Shareholder shall not be entitled to receive the Per Share Merger Consideration
with respect to DouYu shares owned by such Purported Dissenting Shareholder (the Purported Dissenters Shares) unless and until either (1) such Purported Dissenting Shareholder shall have withdrawn such objection, dissent,
demand or other action in such manner as would render such Purported Dissenting Shareholder to be deemed to have effectively withdrawn its dissent from the Merger if Section 238 of the Cayman Companies Law were to
1