UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2020

 

Commission File Number 001-36896 

 

JMU LIMITED

 

Room 003, Floor 15, Building No.1 B

No. 38 Zhongguancun Avenue

Haidian District, Beijing 100086
People’s Republic of China

(Address of principal executive office) 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F  x Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

  

 

  

 

 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  JMU Limited
 

 

 

  By: /s/ Frank Zhigang Zhao
  Name: Frank Zhigang Zhao
  Title: Chief Financial Officer
   
Date: March 30, 2020  

 

 

 

 

 

 

Exhibit Index

 

Exhibit 99.1—Notice of Annual General Meeting

Exhibit 99.2—Proxy Card for Annual General Meeting

Exhibit 99.3—Voting Card for ADS Holders

 

 

 

 

Exhibit 99.1

 

JMU Limited

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: MFH)

 

––––––

 

NOTICE OF ANNUAL GENERAL MEETING
to be held on April 30, 2020
(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of JMU Limited (the “Company”) will be held at Room 536, 5th Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China on April 30, 2020 at 10:00 a.m. (local time), for the purposes of considering and, if thought fit, passing the following special resolution:

 

1.IT IS RESOLVED AS A SPECIAL RESOLUTION that the Company’s name be changed from “JMU Limited” to “Mercurity Fintech Holding Inc.”

 

The board of directors of the Company has fixed the close of business on March 31, 2020 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the AGM or any adjournment or postponement thereof.

 

Holders of record of our ordinary shares at the close of business on the Record Date are entitled to attend, and to vote at, the AGM and any adjournment or postponement thereof in person. Beneficial owners of the Company’s ADSs are welcome to attend the AGM in person but must act through Citibank, N.A., the depositary of the Company’s ADS program to exercise their voting rights for the underlying ordinary shares. In order to assist us in our preparation for the annual general meeting, please RSVP by email to ir@mercurity.com.

 

  By Order of the Board of Directors,  
  JMU Limited  
       
  By: /s/ Hua Zhou   
  Name: Hua Zhou  
  Title: Chairperson of the Board and Chief Executive Officer  

 

 

Beijing, China
March 30, 2020

 

 

 

Exhibit 99.2 

 

JMU Limited

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: MFH)

 

––––––

 

Form of Proxy for Annual General Meeting

to be held on April 30, 2020
(or any adjourned or postponed meeting thereof)

 

Introduction

 

This Form of Proxy is furnished in connection with the solicitation by the board of directors of JMU Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares of the Company, par value US$0.00001 per share (the “Shares”), to be exercised at the annual general meeting of the Company (the “AGM”) to be held at Room 536, 5th Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China on April 30, 2020 at 10:00 a.m. (local time), and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying Notice of Annual General Meeting.

 

Only the holders of record of the Shares at the close of business on March 31, 2020 (Eastern Standard Time) (the “Record Date”) are entitled to receive notice of and to vote at the AGM. In respect of the matter requiring shareholders’ vote at the AGM. The quorum of the AGM is at least two shareholders entitled to vote and present in person or by proxy representing not less than one-third in nominal value of the total issued voting shares in the Company. This Form of Proxy and the accompanying Notice of Annual General Meeting are first being mailed to the shareholders of the Company on or about March 31, 2020.

 

The Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated. If no instruction is given in a properly executed proxy returned to the Company, the proxy holder named therein will be entitled to vote or abstain at his/her discretion. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the proxy holders named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its office at Room 003, Floor 15, Building No.1 B, No. 38 Zhongguancun Avenue, Haidian District, Beijing, People’s Republic of China, or (ii) by voting in person at the AGM.

 

To be valid, this Form of Proxy must be completed, signed and delivered to the Company’s office at Room 003, Floor 15, Building No.1 B, No. 38 Zhongguancun Avenue, Haidian District, Beijing, People’s Republic of China as soon as possible and in any event no later than 48 hours before the time of the AGM.

 

 

 

 

JMU Limited

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: MFH)

 

––––––

 

Form of Proxy for Annual General Meeting

to be held on April 30, 2020
(or any adjourned or postponed meeting thereof)

 

I/We __________________________________________ of _________________________________, being the registered holder of ____________________________ ordinary shares, par value US$0.00001 per share, of JMU Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting1 or ____________________________________________ of ____________________________________________ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at Room 536, 5th Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China on April 30, 2020 at 10:00 a.m. (local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

No. RESOLUTIONS FOR2 AGAINST2 ABSTAIN2
1. IT IS RESOLVED AS A SPECIAL RESOLUTION that the Company’s name be changed from “JMU Limited” to “Mercurity Fintech Holding Inc.”      

 

Dated   , 2020 Signature(s)3  

 

 

 

 

 

 

1 If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

 

2 IMPORTANT: If you wish to vote for the resolution, tick the box marked “FOR”. If you wish to vote against the resolution, tick the box marked “AGAINST”. If you wish to abstain from voting on the resolution, tick the box marked “ABSTAIN”.

 

3 This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized to sign the same.

 

 

Exhibit 99.3

 

Annual General Meeting JMU Limited (the “Company”) ADS CUSIP No.: 46647L204. ADS Record Date: March 31, 2020. Meeting Specifics: Annual General Meeting (or at any adjourned or postponed meeting thereof) to be held on April 30, 2020 at 10:00 a.m. (local time) at Room 536, 5th Floor, Building No.1, No. 35 Shangdi East Road, Haidian District, Beijing, People’s Republic of China (the “Meeting”). Meeting Agenda: Please refer to the Company’s Notice of Meeting enclosed herewith. Depositary: Citibank, N.A. Deposit Agreement: Deposit Agreement, dated as of April 13, 2015. Deposited Securities: Ordinary shares, par value US$0.00001 per share, of the Company. Custodian: Citibank, N.A. - Hong Kong. The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified above (such American Depositary Shares, the “ADSs”), acknowledges receipt of a copy of the Depositary’s Notice of Meeting and hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. Please note that pursuant to Section 4.10, of the Deposit Agreement, under the Articles of Association of the Company (as in effect on the date hereof), a poll may be demanded by the chairman of the Meeting or any other member present in person or or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the Meeting. Please further note that, as set forth in Section 4.10 of the Deposit Agreement, in the event voting takes place by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the event of voting by poll, Deposited Securities for which no timely voting instructions have been received will not be voted (but all Deposited Securities will be represented at the meeting for quorum purposes if any timely voting instructions have been received from Holders). Please also note that, in accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. The Depositary shall, if so requested in writing by the Company, represent all Deposited Securities for the sole purpose of establishing a quorum at a meeting of shareholders. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instructions must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein. The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on April 23, 2020 for action to be taken. 2020 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES

  

 

 

Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy) A Issue JMU Limited If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked below as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue (unless otherwise specified in the notice distributed to holders). If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an "ABSTAIN" voting instruction for such issue. Please be sure to sign and date this Voting Instructions Card. Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such. B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. Resolution 1 For Against Abstain Special Resolution 1. IT IS RESOLVED AS A SPECIAL RESOLUTION that the Company’s name be changed from “JMU Limited” to“Mercurity Fintech Holding Inc.” The Depositary has been advised by the Company that its Board of Directors recommends a “FOR” vote for the resolution. The Company's Notice of Meeting and related materials are available through the Company's website, at http://ir.ccjmu.com/.