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CUSIP No. 62914V106 |
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SCHEDULE 13D/A |
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Page 5 of 7 pages |
The foregoing description of the June 2023 Stock Purchase Agreement does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto and incorporated herein by reference.
Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
Items 7 through 11 and 13 of each of the cover page of this Schedule 13D for the Reporting Persons are incorporated herein by reference.
As of the date hereof, after taking into account (i) the disposal of 40,137,614 Class A Ordinary Shares by Image Frame pursuant to
the June 2023 Stock Purchase Agreement and (ii) the June 2023 Internal Transfer:
Image Frame may be deemed to beneficially own
47,251,193 Class A Ordinary Shares held of record by Image Frame, representing 3.1% of the total issued and outstanding Class A Ordinary Shares.
Huang River may be deemed to beneficially own 76,714,244 Class A Ordinary Shares, which includes (i) 7,070,749 Class A Ordinary
Shares represented by 7,070,749 ADSs held of record by Huang River, (ii) 66,489,418 Class A Ordinary Shares, including 40,905,125 Class A Ordinary Shares transferred from Mount Putuo and (iii) 3,154,077 Class A Ordinary Shares
issuable upon conversion of the 2024 Notes within 60 days from the date hereof based on the initial conversion price. The 2024 Notes are held of record by Huang River. Huang Rivers beneficial ownership represents 4.97% of the total issued and
outstanding Class A Ordinary Shares.
Tencent is the parent company of Image Frame and Huang River and may be deemed to beneficially
own the securities held of record by Image Frame and Huang River. Tencents beneficial ownership also includes 146,578 Class A Ordinary Shares represented by 146,578 ADSs held of record by a wholly-owned subsidiary of Tencent.
Tencents beneficial ownership represents 8.0% of the total issued and outstanding Class A Ordinary Shares.
The percentage of
Class A Ordinary Shares beneficially owned by each of the Reporting Persons, as well as the number of Class A Ordinary Shares as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to
direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, is based on (i) 1,539,241,811 Class A Ordinary Shares issued and outstanding as of
February 28, 2023, as disclosed in the Issuers annual report on Form 20-F filed with the SEC by the Issuer on April 28, 2023 and (ii) 3,154,077 Class A Ordinary Shares issuable upon
conversion of the 2024 Notes within 60 days from the date hereof based on the initial conversion price.
To the knowledge of the Reporting
Persons, none of the Related Persons beneficially owns any Class A Ordinary Shares.
(c) Except as described in Item 4, during the past 60 days, none
of the Reporting Persons or to the best knowledge of the Reporting Persons, the Related Persons has effected any transactions in the Class A Ordinary Shares.
(d) Except as set forth in this Schedule 13D, no other 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 Class A Ordinary Shares beneficially owned by the Reporting Persons.
(e) Not applicable.