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DouYu International Holdings Ltd – ‘S-8’ on 1/9/20

On:  Thursday, 1/9/20, at 3:39pm ET   ·   Effective:  1/9/20   ·   Accession #:  1193125-20-4655   ·   File #:  333-235862

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/09/20  DouYu International Holdings Ltd  S-8         1/09/20    3:68K                                    Donnelley … Solutions/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     43K 
                Employees Pursuant to an Employee Benefit Plan                   
 2: EX-5.1      Opinion of Counsel re: Legality                     HTML      9K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      5K 


‘S-8’   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
"Power of Attorney (included on the signature page of this Registration Statement)

This is an HTML Document rendered as filed.  [ Alternative Formats ]



  Form S-8  

As filed with the Securities and Exchange Commission on January 9, 2020.

Registration No. 333-______

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DouYu International Holdings Limited

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands     Not Applicable
(State or other jurisdiction of
incorporation or organization)
    (I.R.S. Employer
Identification No.)

20/F, Building A, New Development International Center,

No. 473 Guanshan Avenue,

Hongshan District, Wuhan, Hubei Province

The People’s Republic of China

+86 27 8775 0710

(Address, Including Zip Code, and Telephone Number, Including Area Code, of registrant’s Principal Executive Offices)

 

 

DouYu International Holdings Limited Amended and Restated Restricted Share Unit Scheme

(Full title of the plans)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Shaojie Chen

Chief Executive Officer

DouYu International Holdings Limited

20/F, Building A, New Development International Center,

No. 473 Guanshan Avenue,

Hongshan District, Wuhan, Hubei Province

The People’s Republic of China

+86 27 8775 0710

 

Li He, Esq.

Davis Polk & Wardwell LLP

c/o 18th Floor, The Hong Kong Club Building

3A Chater Road

Central, Hong Kong

+852 2533 3300

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer       Accelerated filer  
Non-accelerated filer     (Do not check if a smaller reporting company)   Smaller reporting company  
      Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

 

 

CALCULATION OF REGISTRATION FEE

 

                 
Title of Securities
to be Registered(1)
  Amount
to be
Registered(2)
  Proposed
Maximum
Offering Price
Per Share
  Proposed
Maximum
Aggregate
Offering Price
  Amount of
Registration Fee(5)

Ordinary shares, par value $0.0001 per share

  2,106,321   87.6 (3)   $184,513,719.60   $23,949.88

Total

  2,106,321 (4)   87.6   $184,513,719.60   $23,949.88
 
(1)

The ordinary shares of DouYu International Holdings Limited (the “Registrant”) registered hereunder are represented by the Registrant’s American depositary shares (“ADSs”), with every 10 ADSs representing one ordinary share, par value US$0.0001 per share. The registrant’s ADSs issuable upon deposit of the ordinary shares have been registered under a separate registration statement on Form F-6 (333-232579).

(2)

Represents ordinary shares which are issuable pursuant to the authorized award grants under the DouYu International Holdings Limited Amended and Restated Restricted Share Unit Scheme (the “Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the Plan.

(3)

The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$8.76 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the Nasdaq on January 3, 2020 and adjusted for the ordinary share-to-ADS ratio.

(4)

Any ordinary shares covered by an award granted under the Plan (or portion of an award) that is forfeited, cancelled or otherwise expires for any reason without having been exercised shall be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the Plan.

(5)

Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets a portion of the registration fee for this registration statement on Form S-8 by US$17,151.36, which represents the entirety of the registration fee previously paid with respect to the 1,010,806 unsold ordinary shares previously registered on the Registrant’s Registration Statement on Form F-1 (File No. 333-230976) initially filed by the Registrant with the Securities and Exchange Commission on April 22, 2019 and declared effective on July 16, 2019.

 

 

 


PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*

 

 

*

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants in the Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents previously filed with the Securities and Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.

(1)   The Registrant’s prospectus filed with the Commission on July 18, 2019 pursuant to Rule 424(b)(4) under the Securities Act (Securities Act File No. 333-230976); and

(2)  The description of the Registrant’s ordinary shares contained in the Registrant’s registration statement on Form 8-A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) filed on July 8, 2018, as modified by any amendment or report filed for the purpose of updating such description (Exchange Act File No. 001-38967).

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. The Registrant’s fourth amended and restated memorandum and articles of association provide for indemnification of officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such officers and directors, other than by reason of such directors or officers’ dishonesty, willful default or fraud as determined by a court of competent jurisdiction, in or about the conduct of the Registrant’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such directors or officers in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court whether in the Cayman Islands or elsewhere.

Pursuant to the indemnification agreements, the form of which was filed as Exhibit 10.3 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-230976), the Registrant has agreed to indemnify its directors and officers against, to the fullest extent permitted by applicable law, any and all expenses and liabilities actually and reasonably incurred by reason of such director’s or officer’s corporate status.

The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The Exhibits listed on the accompanying Exhibit Index are filed as a part of, or incorporated by reference into, this Registration Statement (See Exhibit Index below).

ITEM 9. UNDERTAKINGS

 

  (a)

The undersigned Registrant hereby undertakes:

 

  (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

  (i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

  (ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and

 

  (iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

  (2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.


  (3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


EXHIBIT INDEX

 

Exhibit
Number

    

Description of Exhibit

  4.1      Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit  3.2 to the Registrant’s registration statement on Form F-1 initially filed on April 22, 2019, as amended) (Securities Act File No. 333-230976)
  5.1      Opinion of Maples and Calder (Hong Kong) LLP (filed herewith)
  10.1      DouYu International Holdings Limited Amended and Restated Restricted Share Unit Scheme (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1 initially filed on April 22, 2019, as amended) (Securities Act File No. 333-230976)
  23.1      Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
  23.2      Consent of Independent Registered Public Accounting Firm (filed herewith)
  24.1      Power of Attorney (included on the signature page of this Registration Statement)


Signatures

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the PRC, on January 9, 2020.

 

DouYu International Holdings Limited

By:

 

/s/ Shaojie Chen

Name:

  Shaojie Chen

Title:

  Chief Executive Officer and Director


POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Shaojie Chen and Mingming Su, and each of them acting individually and without the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments, exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on January 9, 2020.

 

Signature    Title

/s/ Shaojie Chen

   Chief Executive Officer, Director
Name: Shaojie Chen   

/s/ Wenming Zhang

   Co-Chief Executive Officer, Director
Name: Wenming Zhang   

/s/ Mingming Su

   Chief Strategy Officer, Director
Name: Mingming Su    (principal financial and accounting officer)

/s/ Hao Cao

   Vice President, Director
Name: Hao Cao   

/s/ Ting Yin

   Director
Name: Ting Yin   

/s/ Haiyang Yu

   Director
Name: Haiyang Yu   

/s/ Xi Cao

   Independent Director
Name: Xi Cao   

/s/ Zhaoming Chen

   Independent Director
Name: Zhaoming Chen   

/s/ Xuehai Wang

   Independent Director
Name: Xuehai Wang   

/s/ Zhi Yan

   Independent Director
Name: Zhi Yan   


SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of DouYu International Holdings Limited, has signed this registration statement or amendment thereto in New York on January 9, 2020.

 

Authorized U.S. Representative
By:  

/s/ Colleen A. De Vries

  Name:  

Colleen A. De Vries

  Title:   Senior Vice President on behalf of Cogency Global Inc.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:1/9/20
1/3/20
7/18/19424B4
7/16/19EFFECT
4/22/19CORRESP,  DRS,  DRS/A,  F-1
7/8/18
 List all Filings 
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