UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
HURRAY!
HOLDING CO., LTD.
Ordinary
Shares, Par Value $0.00005 Per Ordinary Share,
and
American Depositary Shares, Each Representing 100 Ordinary
Shares
(Title of Class of Securities)
Rosie
Yu
15/F,
Tower B, Gateway Plaza
No.
18 Xia Guang Li North Road
East
Third Ring, Chaoyang District
Beijing
100027, People’s Republic of China
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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.
o
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
|
Name
of Reporting Persons
|
|
Shanda
Interactive Entertainment Limited
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
|
(a)
|
o
|
|
(b)
|
o
|
|
|
3
|
SEC
Use Only
|
|
|
4
|
Source
of Funds
|
|
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
o
|
|
|
6
|
Citizenship
or Place of Organization
|
|
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
|
7
|
Sole
Voting Power
|
|
|
|
|
8
|
Shared
Voting Power
|
|
1,233,161,592
Shares (including Shares represented by ADSs) (1)
|
|
|
9
|
Sole
Dispositive Power
|
|
|
|
|
10
|
Shared
Dispositive Power
|
|
1,233,161,592
Shares (including Shares represented by ADSs) (1)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
1,233,161,592
Shares (including Shares represented by ADSs) (1)
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
o
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
|
|
14
|
Type
of Reporting Person
|
|
|
|
|
(1)
|
Consists
of 1,155,045,300 ordinary shares, par value $0.00005 per share (the “
Shares
”) of Huarry!
Holding Co., Ltd. (“
Hurray
”) (including
Shares represented by American Depositary Shares of Hurray (the “
ADSs
”), each
representing 100 Shares) held by Shanda Music Group Limited and
78,116,292
Shares (including
Shares represented by ADSs)
that will be
acquired by Shanda Music Group Limited in the Private Share Purchase
pursuant to the Share Transfer Agreements described under Item
3.
|
(2)
|
This
percentage is calculated based upon 2,207,291,040 outstanding Shares
(including Shares represented by ADSs), consisting of 2,196,186,640
Shares (including
Shares represented by ADSs) outstanding as of May 1, 2009 as set forth in
Hurray’s Form 20-F filed with the Securities and Exchange Commission (the
“
Commission
”) on
June 26, 2009 and 11,104,400 Shares (including Shares represented by ADSs)
issued after May 1, 2009 to the knowledge of the Reporting
Persons.
|
1
|
Name
of Reporting Persons
|
|
Shanda
Music Group Limited
|
|
|
2
|
Check
the Appropriate Box if a Member of a Group
|
|
(a)
|
o
|
|
(b)
|
o
|
|
|
3
|
SEC
Use Only
|
|
|
4
|
Source
of Funds
|
|
|
|
|
5
|
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e)
o
|
|
|
6
|
Citizenship
or Place of Organization
|
|
The
British Virgin Islands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
|
|
7
|
Sole
Voting Power
|
|
|
|
|
8
|
Shared
Voting Power
|
|
1,233,161,592
Shares (including Shares represented by ADSs) (1)
|
|
|
9
|
Sole
Dispositive Power
|
|
|
|
|
10
|
Shared
Dispositive Power
|
|
1,233,161,592
Shares (including Shares represented by ADSs) (1)
|
|
|
11
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
1,233,161,592
Shares (including Shares represented by ADSs) (1)
|
|
|
12
|
Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
o
|
|
|
13
|
Percent
of Class Represented by Amount in Row (11)
|
|
|
|
|
14
|
Type
of Reporting Person
|
|
|
|
|
(1)
|
Consists
of 1,155,045,300 Shares (including Shares represented by ADSs) held by
Shanda Music Group Limited and 78,116,292
Shares (including
Shares represented by ADSs) that will be acquired by Shanda Music Group
Limited in the Private Share Purchase pursuant to the Share Transfer
Agreements described under Item 3.
|
(2)
|
This
percentage is calculated based upon 2,207,291,040 outstanding Shares
(including Shares represented by ADSs), consisting of 2,196,186,640
Shares (including
Shares represented by ADSs) outstanding as of May 1, 2009 as set forth in
Hurray’s Form 20-F filed with the Commission on June 26, 2009 and
11,104,400 Shares (including Shares represented by ADSs) issued after May
1, 2009 to the knowledge of the Reporting
Persons.
|
Item
1. Security and
Issuer
(a) This
statement relates to the ordinary shares, par value $0.00005 per share (“
Shares
”) of Huarry! Holding
Co., Ltd. (“
Hurray
”),
including Shares represented by American Depositary Shares of Hurray, each
representing 100 Shares (“
ADSs
”).
(b) The
address of Hurray’s principal executive office is 15/F, Tower B, Gateway Plaza,
No. 18 Xia Guang Li North Road, East Third Ring, Chaoyang District, Beijing
100027, People’s Republic of China.
Item
2. Identity and
Background
(a)- (c),
(f) The names of the reporting persons
are Shanda Interactive Entertainment Limited (“
Shanda
”) and Shanda Music
Group Limited (“
Shanda
Music
”) (each a “
Reporting Person
” and
together, the “
Reporting
Persons
”).
Shanda is
incorporated with limited liability under the laws of the Cayman
Islands. Shanda Music is incorporated with limited liability under
the laws of the British Virgin Islands.
The
principal office or business address for each of the Reporting Persons is No.
208 Juli Road
,
Pudong New Area, Shanghai 201203, People’s Republic of
China
.
Shanda is
a leading interactive entertainment media company in China. Shanda
offers a portfolio of diversified entertainment content including massively
multi-player online role-playing games and advanced casual online games in
China, as well as online chess and board games, e-sports game platform and a
variety of cartoons, literature works and music. Shanda Music is a
wholly-owned subsidiary of Shanda and was established solely for the purpose of
acquiring the Shares. To date, Shanda Music has engaged in no
activities other than those relating to the Tender Offer, the Private Share
Purchase and the 10b5-1 Plan, each as described in Item 3 below.
Attached
hereto as Schedule I, and incorporated herein by reference, is the name,
business address, present principal occupation or employment and citizenship of
each director and executive officer of Shanda and Shanda Music.
(d) During
the last five years, none of the Reporting Persons, to the knowledge of the
Reporting Persons, has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons, to the knowledge of the
Reporting Persons, has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or
Other Considerations
Pursuant
to a Tender Offer Agreement among Shanda, Shanda Music and Hurray dated as of
June 8, 2009 (the “
Tender Offer
Agreement
”), Shanda Music launched a tender offer for approximately 51%
of the Shares (including Shares represented by ADSs), calculated on a
fully-diluted basis (the “
Tender Offer
”) on June 16,
2009, at a price of $0.04 per share (equivalent to $4.00 per ADS) in cash,
without interest. The Tender Offer was consummated successfully on
July 24, 2009. Shanda Music accepted for payment 1,155,045,300 Shares
(including Shares represented by ADSs) at the aggregate consideration of
$46,201,812. The consideration was fully funded by Shanda from its
working capital.
Shanda
Music agreed to purchase an aggregate of 78,116,292 Shares (including Shares
represented by ADSs) (the “
Private Share Purchase
”), at a
price of $0.04 per Share (equivalent to $4.00 per ADS) in cash, from JJF
International Ltd., Xero Holdings Ltd., P.N.L. Ltd., Pleasant Season Ltd. and
Harrison Youth Ltd. (the “
Selling Shareholders
”)
pursuant to an ADS transfer agreement between Shanda Music and each of the
Selling Shareholders
and a
Share transfer agreement between Shanda Music and each of Xero Holdings Ltd. and
Pleasant Season Ltd., each dated as of September 18, 2009 (collectively, the
“
Share Transfer
Agreements
”). The aggregate consideration to be paid by Shanda
Music in the Private Share Purchase will be $3,124,651.68, which will be fully
funded by Shanda from its working capital.
Shanda
Music also entered into a Rule 10b5-1 Trading Plan with UBS Financial Services
Inc. (“
UBS
”) on
September 12, 2009 under which UBS was retained as an agent of Shanda Music to
establish a trading plan that complies with Rule 10b5-1 and Rule 10b-18 under
the Securities Exchange Act of 1934, as amended (the “
10b5-1 Plan
”). UBS
will purchase up to 2,250,000 ADSs on behalf of Shanda Music pursuant to the
10b5-1 Plan during the period from October 6, 2009 to April 5, 2010 (the “
10b5-1 Period
”), at a limit
price of $3.75, $3.90 or $4.00 per ADS depending on the then closing price of
the ADS on the relevant trading days during the 10b5-1 Plan
Period. The purchases under the 10b5-1 Plan will be fully funded by
Shanda from its working capital.
Item
4. Purpose of the
Transaction
As
described in Item 3 above, which is incorporated into this Item 4 by reference,
pursuant to the Tender Offer Agreement, Shanda Music acquired a controlling
stake in Hurray through the acquisition of approximately 51% of Hurray’s then
total outstanding Shares (including Shares represented by ADSs), calculated on a
fully-diluted basis, by means of the Tender Offer.
As a
result of
Shanda
Music’s
acquisition of Shares in the Tender Offer, Shanda Music was entitled to
designate a majority of the members of Hurray’s board of directors, each of the
committees of Hurray’s board of directors and the board of directors of each of
Hurray’s subsidiaries. Shanda Music has designated four persons,
Tianqiao Chen, Haibin Qu, Grace Wu and Haifa Zhu, who are executive officers of
Shanda, to serve as directors of Hurray. Such representation on
Hurray’s board of directors permits Shanda to control Hurray’s conduct of
business and operations.
As
described in Item 3 above, Shanda Music agreed to acquire additional 78,116,292
Shares (including Shares presented by ADSs) pursuant to the Share Transfer
Agreements on September 18, 2009 and to acquire up to 2,250,000 ADSs pursuant to
the 10b5-1 Plan. Shanda Music intends to increase the number of
Shares it holds through these two
transactions
so
that it will continue to hold more than 50% of Hurray’s total outstanding Shares
after Hurray has adopted and implemented an employee stock-based incentive
plan.
Shanda
currently
intends to maintain Hurray’s listing on the NASDAQ Global Market.
The
business and operations of Hurray is currently continued substantially as they
were conducted prior to the Tender Offer. Shanda believes that
Shanda’s user base, resources and platform will facilitate the continued
execution of Hurray’s business strategies. Shanda intends to conduct
a comprehensive review of Hurray’s business, operations, capitalization and
management with a view to optimizing development of Hurray’s potential in
conjunction with Shanda’s business, and to take such actions or effect such
changes as it deems desirable. Such changes could include changes in
Hurray’s corporate structure, capitalization, management or personnel as well as
integration of Hurray’s business with certain related businesses of
Shanda.
Item
5. Interest in Securities of the
Issuer
(a)
–(b) The following
information
with
respect to the ownership of the Shares (including Shares represented by ADSs) by
the Reporting Persons is provided as of September 18, 2009:
|
|
Shares
Held
Directly
|
|
|
Sole
Voting
Power
|
|
|
Shared
Voting
Power
(1)
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
(1)
|
|
|
Beneficial
Ownership
|
|
|
Percentage
of
Class (2)
|
|
Shanda
Interactive Entertainment Limited
|
|
|
0
|
|
|
|
0
|
|
|
|
1,233,161,592
|
|
|
|
0
|
|
|
|
1,233,161,592
|
|
|
|
1,233,161,592
|
|
|
|
55.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shanda
Music Group Limited
|
|
|
0
|
|
|
|
0
|
|
|
|
1,233,161,592
|
|
|
|
0
|
|
|
|
1,233,161,592
|
|
|
|
1,233,161,592
|
|
|
|
55.9%
|
|
(1)
|
Includes
78,116,292 Shares to be acquired by Shanda Music in the Private Share
Purchase pursuant to the Share Transfer
Agreements.
|
(2)
|
This
percentage is calculated based upon 2,207,291,040 outstanding Shares
(including Shares represented by ADSs), consisting of 2,196,186,640
Shares (including
Shares represented by ADSs) outstanding as of May 1, 2009 as set forth in
Hurray’s Form 20-F filed with the Commission on June 26, 2009 and
11,104,400 Shares (including Shares represented by ADSs) issued after May
1, 2009 to the knowledge of the Reporting
Persons.
|
Ex
cept as set forth
in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person
identified in Schedule I hereto beneficially owns any Shares.
(c).
During the past 60 days, none of the Reporting Persons, nor any persons
identified in Schedule I hereto, has entered into any transaction in the Shares
(including Shares represented by ADSs) except for the Tender Offer, the Private
Share Purchase and the 10b5-1 Plan.
(d).
No other person is known to have the right to receive or the power to direct the
receipt of dividends from, or any proceeds from the sale of, the Shares
(including Shares represented by ADSs) beneficially owned by the Reporting
Persons.
(e).
N
ot
applicable.
Item
6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
The
information provided in Items 3, 4 and 5 is hereby incorporated by
reference.
Other
than as described in this Schedule 13D, to the best of the Reporting Persons’
knowledge, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of
Hurray.
Item
7. Material to be Filed as
Exhibits
Exhibit A
– Joint Filing Agreement dated September 21, 2009 between Shanda Interactive
Entertainment Limited and Shanda Music Group Limited.
Exhibit B
– Tender Offer Agreement dated June 8, 2009 by and between Shanda Interactive
Entertainment Limited, Shanda Music Group Limited and Hurray! Holdings Co., Ltd.
(incorporated by reference to Exhibit (d)(1) of the Tender Offer Statement on
Schedule TO-T by Shanda Interactive Entertainment Limited and Shanda Music Group
Limited with the Commission on June 16, 2009).
Exhibit C
– Confidentiality Agreement dated April 24, 2009 by and between Shanda
Interactive Entertainment Limited, Shanda Music Group Limited and Hurray!
Holdings Co., Ltd (incorporated by reference to Exhibit (d)(2) of the Tender
Offer Statement on Schedule TO-T by Shanda Interactive Entertainment Limited and
Shanda Music Group Limited with the Commission on June 16,
2009).
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.
September
21, 2009
|
SHANDA
INTERACTIVE ENTERTAINMENT LIMITED
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
TIANQIAO
CHEN
|
|
|
|
Name:
Tianqiao Chen
|
|
|
|
Title:
Chairman and Chief Executive Officer
|
|
|
SHANDA
MUSIC GROUP LIMITED
|
|
|
|
|
|
|
|
|
|
September
21, 2009
|
By:
|
/s/
TIANQIAO
CHEN
|
|
|
|
Name:
Tianqiao Chen
|
|
|
|
Title:
Director
|
|
|
|
|
|
Schedule
I
DIRECTORS
AND EXECUTIVE OFFICERS OF SHANDA
The name,
present principal occupation or employment and citizenship of each director and
executive officer of Shanda are set forth below. Each occupation set forth
opposite an individual’s name in the following table refers to employment with
Shanda. The business address of each director and officer is
No. 208 Juli Road
,
Pudong New Area, Shanghai 201203, People’s Republic of China.
Name
|
|
Citizenship
|
|
Present
Principal Occupation
|
Tianqiao
Chen(1)
|
|
China
|
|
Chairman
of the Board and Chief Executive Officer
|
Qunzhao
Tan
|
|
China
|
|
Director,
President and Chief Technology Officer
|
Danian
Chen
|
|
China
|
|
Director,
Senior Executive Vice President and Chief Operating
Officer
|
Qianqian
Luo(1)
|
|
China
|
|
Non-executive
Director
|
Jingsheng
Huang(2)
|
|
U.S.A.
|
|
Independent
Director, Managing Director at Bain Capital
|
Chengyu
Xiong(2)
|
|
China
|
|
Independent
Director, professor of the School of Journalism and Communication at
Tsinghua University and director of both the New Media Studies Center and
the Cultural Industries Center at Tsinghua University
|
Kai
Zhao(2)
|
|
China
|
|
Independent
Director
|
Yanmei
Zhang
|
|
China
|
|
Senior
Vice President
|
Grace
Wu
|
|
U.S.A.
|
|
Director,
Senior Vice President and Chief Financial Officer
|
Haifa
Zhu
|
|
China
|
|
Senior
Vice President and Chief Investment Officer
|
Danning
Mi
|
|
China
|
|
Vice
President and Chief Information
Officer
|
(1)
|
Member of the compensation
committee.
|
(2)
|
Member of the audit committee.
|
DIRECTORS
AND EXECUTIVE OFFICERS OF SHANDA MUSIC
Mr. Tianqiao
Chen, Chairman and Chief Executive Officer of Shanda, is the sole director of
Shanda Music. Shanda Music has no executive officers.