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 disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the ordinary shares.
CUSIP number 25985W105 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted
on NASDAQ Stock Market under the symbol “DOYU.” Every ten ADSs represent one ordinary share, par value US$0.0001 per
share.
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
Shaojie Chen
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2.
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Check the Appropriate Box if a Member of a Group
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(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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Citizenship or Place of Organization
People’s Republic
of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
79,462 ordinary shares(1)
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6.
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Shared Voting Power
4,687,061 ordinary shares(2)
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7.
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Sole Dispositive Power
79,462 ordinary shares(1)
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8.
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Shared Dispositive Power
4,687,061 ordinary shares(2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,766,523 ordinary shares (3)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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11.
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Percent of Class Represented by Amount in Row (9)
14.7% (4)
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12.
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Type of Reporting Person
IN
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(1) Represents 79,462 ordinary shares underlying
the RSUs granted to Mr. Chen under the DouYu International Holdings Limited Amended and Restated Restricted Share Unit Scheme
(the “Amended and Restated 2018 RSU Scheme”), which will become vested within 60 days after December 31, 2020.
On October 12, 2020, HUYA Inc., Tiger Company Ltd., the Issuer and Nectarine Investment Limited entered into an agreement (the
“Merger Agreement”). In accordance with the relevant terms under the Merger Agreement, all of the outstanding and unvested
RSUs of DouYu held by Mr. Shaojie Chen as of the Proxy Mailing Date (as defined therein) will become fully vested before the Effective
Time (as defined therein), subject to certain conditions including the entry into a lockup undertaking and a securities account
monitoring agreement.
(2) Represents 4,687,061 ordinary shares
held by Warrior Ace Holding Limited, a British Virgin Islands company wholly owned by Mr. Shaojie Chen. On August 13, 2020, Nectarine
Investment Limited and Mr. Shaojie Chen entered into an agreement (the “Share Transfer Agreement”) where Mr. Shaojie
Chen would sell 3,703,704 ordinary shares through Warrior Ace Holding Limited to Nectarine Investment Limited for an aggregate
consideration of US$500,000,040, with such sale to close immediately before the closing of the merger between the Issuer and HUYA
Inc. Upon the consummation of the sale, Warrior Ace Holding Limited will hold 983,357
ordinary
shares on behalf of Mr. Shaojie Chen, excluding any ordinary share underlying the RSUs granted to Mr. Chen which will become
vested before the consummation of the sale.
(3) Represents (i) 4,687,061 ordinary shares
held by Warrior Ace Holding Limited, a British Virgin Islands company wholly owned by Shaojie Chen. Upon the consummation of the
sale contemplated under the Share Transfer Agreement, Warrior Ace Holding Limited will hold 983,357 ordinary shares on behalf of
Mr. Shaojie Chen, excluding any ordinary share underlying the RSUs granted to Mr. Chen which will become vested before the
consummation of the sale; and (ii) 79,462 ordinary shares underlying the RSUs granted to Mr. Chen under the Amended and Restated
2018 RSU Scheme, which will become vested within 60 days after December 31, 2020. In accordance with the Merger Agreement,
all of the outstanding and unvested RSUs of DouYu held by Mr. Shaojie Chen as of the Proxy Mailing Date will become fully vested
before the Effective Time, subject to certain conditions including the entry into a lockup undertaking and a securities account
monitoring agreement.
(4) Calculated based on 32,267,847 ordinary
shares issued and outstanding as of December 31, 2020, and 79,462 ordinary shares corresponding to RSUs granted to Mr. Chen that
will become vested within 60 days after December 31, 2020.
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1.
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Names of Reporting Persons
Warrior Ace Holding Limited
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2.
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Check the Appropriate Box if a Member of a Group
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(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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Citizenship or Place of Organization
British Virgin Islads
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
4,687,061 ordinary shares(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,687,061 ordinary shares(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,687,061 ordinary shares (1)
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10.
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Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
☐
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11.
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Percent of Class Represented by Amount in Row (9)
14.5% (2)
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12.
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Type of Reporting Person
CO
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(1) Represents 4,687,061 ordinary shares
held by Warrior Ace Holding Limited, a British Virgin Islands company wholly owned by Mr. Shaojie Chen. Upon the consummation of
the sale contemplated under the Share Transfer Agreement, Warrior Ace Holding Limited will hold 983,357 ordinary shares on behalf
of Mr. Shaojie Chen, excluding any ordinary share underlying the RSUs granted to Mr. Chen which will become vested before
the consummation of the sale.
(2) Calculated based on 32,267,847 ordinary
shares issued and outstanding as of December 31, 2020.
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Item 1(a).
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Name of Issuer:
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DouYu International Holdings Limited (the
“Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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20/F, Building A, New Development International
Center, No. 473 Guanshan Avenue, Hongshan District, Wuhan, Hubei Province, The People’s Republic of China
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Item 2(a).
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Name of Person Filing:
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Shaojie Chen
Warrior Ace Holding Limited
(collectively, the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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Shaojie Chen
20/F, Building A, New Development International
Center, No. 473 Guanshan Avenue, Hongshan District, Wuhan, Hubei Province, the People's Republic of China
Warrior Ace Holding Limited
Craigmuir Chambers, Road Town, Tortola,
VG 1110, British Virgin Islands
Shaojie Chen: People’s Republic of
China
Warrior Ace Holding Limited: British
Virgin Islands
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Item 2(d).
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Title of Class of Securities:
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Ordinary shares, par value US$0.0001 per
share
CUSIP number 25985W105 has been assigned
to the American depositary shares (“ADSs”) of the Issuer, ten of which represent one ordinary share, par value $0.0001
per share.
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Item 3.
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
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Not applicable.
The following information with respect
to the ownership of the ordinary shares of par value of US$0.0001 per share of the Issuer by each of the Reporting Persons is provided
as of December 31, 2020:
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Reporting Person
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Amount
beneficially owned:
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Percent
of class:
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Sole
power to vote or direct the vote:
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Shared
power to vote or to direct the vote:
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Sole
power to dispose or to direct the disposition of:
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Shared
power to dispose or to direct the disposition of:
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Percent
of Aggregate voting power:
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Shaojie Chen
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4,766,523
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14.7% (1)
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79,462
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4,687,061
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79,462
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4,687,061
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14.7%
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Warrior Ace Holding Limited
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4,687,061
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14.5% (2)
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0
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4,687,061
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0
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4,687,061
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14.5%
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(1) The percentage of class of securities
beneficially owned by Shaojie Chen is based on a total of 32,267,847 ordinary shares of the Issuer issued and outstanding as of
December 31, 2020, and 79,462 ordinary shares corresponding to RSUs granted to Mr. Chen that will become vested within 60 days
after December 31, 2020.
(2) The percentage of class of securities
beneficially owned by Warrior Ace Holding Limited is based on a total of 32,267,847 ordinary shares of the Issuer issued and outstanding
as of December 31, 2020.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
Not applicable.
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: February 16, 2021
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Shaojie Chen
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By:
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/s/ Shaojie Chen
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Name: Shaojie Chen
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Warrior Ace Holding Limited
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By:
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/s/ Shaojie Chen
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Name: Shaojie Chen
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Title: Director
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LIST OF EXHIBITS
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Exhibit No.
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Description
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1
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Joint Filing Agreement
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Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing
statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under
the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed
on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
It is understood and agreed that each of
the parties hereto is responsible for the timely filing of such statement and any amendments thereto, and for the completeness
and accuracy of information concerning such party contained therein, but such party is not responsible for the completeness and
accuracy of information concerning another party unless such party knows or has reason to believe such information is inaccurate.
This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: February 16, 2021
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Shaojie Chen
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By:
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/s/ Shaojie Chen
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Name: Shaojie Chen
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Warrior Ace Holding Limited
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By:
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/s/ Shaojie Chen
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Name: Shaojie Chen
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Title: Director
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