DOYU DouYu International Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO.2

TO

SCHEDULE 13E-3

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

DouYu International Holdings Limited

(Name of the Issuer)

DouYu International Holdings Limited

HUYA Inc.

Tiger Company Ltd.

Tencent Holdings Limited

Nectarine Investment Limited

Mr. Shaojie Chen

Warrior Ace Holding Limited

Mr. Wenming Zhang

Starry Zone Investments Limited

(Name of Person(s) Filing Statement)

Ordinary Shares, par value $0.0001 per share*

American Depositary Shares, every 10 American depositary shares represent one ordinary share

(Title of Class of Securities)

25985W105**

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:  ☐

Calculation of Filing Fee

Amount Previously Paid: $545,835.37

Form or Registration No.: Registration Statement on Form F-4 (Registration No. 333-250016)

Filing Party: HUYA Inc.

Date Filed: November 10, 2020

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.

INTRODUCTION

This Amendment No. 2 (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, (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 Holdings Limited (“Tencent”), (f) Mr. Shaojie Chen, a citizen of the People’s 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 People’s 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”), pursuant to which Merger Sub will merge with and into DouYu (the “Merger”) in accordance with the Cayman Islands Companies Act (as revised), with DouYu continuing as the surviving company corporation after the Merger as a wholly owned subsidiary of Huya.

Concurrently with the execution of the Merger Agreement, DouYu and Tencent entered into a reassignment agreement dated as of October 12, 2020 (the “Reassignment Agreement”), pursuant to which Tencent will assign certain of its interests in live streaming business to DouYu upon the Merger.

On July 12, 2021, Huya, Merger Sub, Tencent and DouYu entered into a termination agreement (the “Merger Agreement Termination Agreement”), pursuant to which the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect. Concurrently with the execution of the Merger Agreement Termination Agreement, DouYu and Tencent entered into a termination agreement dated July 12, 2021 (the “Reassignment Termination Agreement”), pursuant to which the Reassignment Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect.

By filing this Transaction Statement, the Filing Persons hereby withdraw the Schedule 13E-3 that was filed with the SEC on November 12, 2020 and Amendment No. 1 to Schedule 13E-3 that was filed with the SEC on January 29, 2021.

Item 15 is hereby amended and restated in its entirety as follows:

(c) Other Material Information.

On July 10, 2021, the State Administration for Market Regulation of the People’s Republic of China, or the SAMR, posted an announcement of its decision to prohibit the proposed merger between Huya and DouYu following SAMR’s antitrust review (the “SAMR Decision”). Huya, DouYu and Tencent fully respect and will abide by the SAMR Decision, and will comply with all regulatory requirements.

In light of the SAMR Decision, on July 12, 2021, Huya, Merger Sub, DouYu and Tencent entered into the Termination Agreement, pursuant to which the Merger Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect. Concurrently with the execution of the Merger Agreement Termination Agreement, DouYu and Tencent entered into the Reassignment Termination Agreement, pursuant to which the Reassignment Agreement, including all schedules and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto, were terminated with immediate effect.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 12, 2021