As filed with the Securities and Exchange Commission on December 23, 2022

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

HUYA INC.

(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 Number)

Building A3, E-Park, 280 Hanxi Road

Panyu District, Guangzhou 511446

People’s Republic of China

+86 (20) 2290-7888

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amended and Restated 2021 Share Incentive Plan

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

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

 

 

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

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting 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.  ☐

 

 

Copies to:

 

Rongjie Dong Chief Executive Officer HUYA Inc. Building A3, E-Park, 280 Hanxi Road Panyu District, Guangzhou 511446 People’s Republic of China +86 (20) 2290-7888		Haiping Li, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Jing An Kerry Centre, Tower II 46th Floor 1539 Nanjing West Road Shanghai, People’s Republic of China +86 (21) 6193-8200

 

 

 

EXPLANATORY NOTE

This registration statement on Form S-8 is being filed by HUYA Inc. (the “Registrant”) to register additional Class A ordinary shares of the Registrant (the “Class A Ordinary Shares”) issuable pursuant to the Amended and Restated 2021 Share Incentive Plan (the “Amended Plan”) and consists of only those items required by General Instruction E to Form S-8. Pursuant to the Amended Plan, the maximum aggregate number of Class A Ordinary Shares available for grant of awards is increased from 3,530,111 under the Registrant’s original 2021 Share Incentive Plan, for which a registration statement on Form S-8 (File No. 333-257763) was filed with the Securities and Exchange Commission (the “Commission”) on July 8, 2021 (the “Prior Registration Statement”), to 8,018,111. The additional securities registered hereby consist of 4,488,000 Class A Ordinary Shares.

In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference, except as otherwise set forth herein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the Commission are incorporated by reference herein:

 

(a)

The Registrant’s registration statement on Form S-8 (File No. 333-257763), filed with the Commission on July 8, 2021;

 

(b)

The Registrant’s annual report on Form 20-F (File No. 001-38482) for the year ended December 31, 2021, filed with the Commission on April 28, 2022; and

 

(c)

The description of the Registrant’s Class A ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-38482) filed with the Commission on May 2, 2018, including any amendment and report subsequently filed for the purpose of updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement 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 in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

 

Item 8.

Exhibits

See the Index to Exhibits attached hereto.

 

2

EXHIBIT INDEX

 

Exhibit Number				Description
	4.1			Fourth Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 99.2 to the current report on Form 6-K (File No. 001-38482) furnished to the Securities and Exchange Commission on May 15, 2020)
	4.2			Registrant’s Specimen Certificate for Class  A ordinary shares (incorporated herein by reference to Exhibit 4.2 to the registration statement on Form F-1 (File No.  333-224202), as amended, initially filed with the Securities and Exchange Commission on April 9, 2018)
	4.3			Deposit Agreement dated May  10, 2018, among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated herein by reference to Exhibit 4.3 to the registration statement on Form S-8 (File No. 333-227336 ) filed with the Securities and Exchange Commission on September 14, 2018)
	5.1	*		Opinion of Maples and Calder (Hong Kong) LLP, regarding the legality of the Class A ordinary shares being registered
	10.1			Amended and Restated 2021 Share Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the current report on Form 6-K (File No. 001-38482) furnished to the Securities and Exchange Commission on September 8, 2022)
	23.1	*		Consent of PricewaterhouseCoopers Zhong Tian LLP
	23.2	*		Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
	24.1	*		Powers of Attorney (included on signature page hereto)
	107	*		Calculation of Filing Fee Table

 

*	Filed herewith.

 

3

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 Guangzhou, China, on December 23, 2022.

 

 

4

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, Mr. Rongjie Dong and Ms. Ashley Xin Wu, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Rongjie Dong Rongjie Dong		Director and Chief Executive Officer (principal executive officer)		December 23, 2022
/s/ Ashley Xin Wu Ashley Xin Wu		Vice President of Finance (principal financial and accounting officer)		December 23, 2022
/s/ Lingdong Huang Lingdong Huang		Chairman of the Board of Directors		December 23, 2022
/s/ David Xueling Li David Xueling Li		Director		December 23, 2022
/s/ Cheng Yun Ming Matthew Cheng Yun Ming Matthew		Director		December 23, 2022
/s/ Hai Tao Pu Hai Tao Pu		Director		December 23, 2022
/s/ Guang Xu Guang Xu		Director		December 23, 2022
/s/ Lei Zheng Lei Zheng		Director		December 23, 2022
/s/ Hongqiao Zhao Hongqiao Zhao		Director		December 23, 2022
/s/ Tsang Wah Kwong Tsang Wah Kwong		Director		December 23, 2022

 

5

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 HUYA Inc. has signed this registration statement or amendment thereto in New York, New York, the United States on December 23, 2022.

 

 

6

Exhibit 5.1

Ref:

HUYA Inc.

Building A3, E-Park

280 Hanxi Road

Panyu District, Guangzhou 511446

People’s Republic of China

23 December 2022

Dear Sirs

HUYA Inc. (the “Company”)

We have acted as Cayman Islands legal counsel to the Company in connection with a registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Commission”) on 23 December 2022 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 4,488,000 class A ordinary shares, par value US$0.0001 per share (the “Shares”), issuable by the Company pursuant to the Company’s Amended and Restated 2021 Share Incentive Plan (the “Plan”).

For the purposes of giving this opinion, we have examined copies of the Registration Statement and the Plan. We have also reviewed copies of the fourth amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 15 May 2020 (the “Memorandum and Articles”), and the minutes (the “Minutes”) of meetings of the board of directors of the Company held on 14 May 2021 and 11 August 2022 (together, the “Meetings”) and the written resolutions of the board of directors of the Company dated 10 June 2021 (the “Resolutions”).

Based upon, and subject to, the assumptions and qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

1.	The Shares to be issued by the Company and registered under the Registration Statement have been duly and validly authorized.

 

2.	When issued and paid for in accordance with the terms of the Plan and in accordance with the resolutions as set out in the Minutes, and appropriate entries are made in the register of members (shareholders) of the Company, the Shares will be validly issued, fully paid and non-assessable.

In this opinion letter, the phrase “non-assessable” means, with respect to the issuance of Shares, that a shareholder shall not, in respect of the relevant Shares, have any obligation to make further contributions to the Company’s assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

These opinions are subject to the qualification that under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Act directs or authorises to be inserted therein. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

These opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations.

We have also relied upon the assumptions, which we have not independently verified, that (a) all signatures, initials and seals are genuine, (b) copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, (c) where a document has been provided to us in draft or undated form, it will be duly executed, dated and unconditionally delivered in the same form as the last version provided to us, (d) the Memorandum and Articles remain in full force and effect and are unamended, (e) the Minutes are a true and correct record of the proceedings of the Meetings, which were duly convened and held, and at which a quorum was present throughout, in each case, in the manner prescribed in the Memorandum and Articles and the Resolutions and the resolutions as set out in the Minutes were duly passed in the manner prescribed in the Memorandum and Articles and have not been amended, varied or revoked in any respect, (f) there is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below, and (g) upon the issue of any Shares, the Company will receive consideration which shall be equal to at least the par value of such Shares.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

 

 

2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of HUYA Inc. of our report dated April 28, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in HUYA Inc.’s Annual Report on Form 20-F for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Guangzhou, the People’s Republic of China

December 23, 2022

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

HUYA Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

Security Type

Security Class Title(1)

Fee Calculation Rule

Amount Registered(2)

Proposed Maximum Offering Price per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Class A ordinary shares, par value US$0.0001 per share

Rule 457(c) and Rule 457(h)

4,488,000(3)

$3.0230(3)

$13,567,224.00

$110.20 per $1,000,000

$1,495.11

Total Offering Amounts

$13,567,224.00

$1,495.11

Total Fee Offsets

—

Net Fee Due

$1,495.11

 

(1)

These shares may be represented by the Registrant’s American depositary shares (“ADSs”), each of which represents one Class A ordinary share. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-224563).

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Amended and Restated 2021 Share Incentive Plan (the “Amended Plan”). Any Class A ordinary share covered by an award granted under the Amended Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Amended Plan.

(3)

These shares represent Class A ordinary shares that are reserved for future award grants under the Amended Plan that were not previously registered under the registration statement on Form S-8 (File No. 333-257763), filed with the Securities and Exchange Commission on July 8, 2021. 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$3.0230 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock Exchange on December 19, 2022.