新冠病毒（COVID-19)期间, 大家都躲在家里过春节避免外出，在线视频和在线游戏风口顿起，哔哩哔哩（BILI）商业价值凸显，此时正值可预期解决的疫情的大周期的经济低谷，巨头们便盯上了这个香锅锅进行股权收购。就在2月10日，腾讯在 SEC Filing 13G 披露了它增持BILI的股权至4374万股，股权比例达到18%，信息一披露，股票应声而涨，而本文就是来讨论如何读取 Schedule 13D/G/A 的关键信息以帮助我们更好的判断股价趋势。
Origin from : SC 13G/A 1 dp121177_sc13ga-bilibili.htm FORM SC 13G/A
| CUSIP No. | The information required under this item is set forth in the cover page and is incorporated herein by reference |
|---|---|
| 1. | Names of Reporting Persons. Tencent Holdings Limited |
| 4. | Citizenship or Place of Organization The Cayman Islands |
| 5. | Sole Voting Power 43,749,518 Class Z Ordinary Shares |
| 7. | Sole Dispositive Power 43,749,518 Class Z Ordinary Shares |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 43,749,518 Class Z Ordinary Shares |
| 11. | Percent of Class Represented by Amount in Row (9) 18.0% |
选摘的表格已经清楚地写明：注册于开曼群岛（The Cayman Islands）的腾讯集团（Tencent Holdings Limited）持有 43,749,518 股 BILI ADS，占流通股本18%。
每一个美国存托股份（ADS）代表一份 Class Z Ordinary Share
There is no CUSIP number assigned to the Class Z Ordinary Shares. CUSIP number 090040106 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The NASDAQ Global Market under the symbol “BILI”. Each ADS represents one Class Z Ordinary Share.
Schedule 13D
Any person who acquires beneficial ownership of more than 5% of a class of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) must report that acquisition on a Schedule 13D within 10 calendar days of crossing the 5% threshold (Rule 13d-1(a)). The exceptions to this rule (i.e., persons who can file a short-form Schedule 13G instead of a Schedule 13D) are described below.
The Schedule 13D must be amended “promptly” to report any material change in the information provided, including any acquisition or disposition of 1% or more of the class. Rule 13d-2(a)
The determination of what constitutes “promptly” is based upon the facts and circumstances surrounding the materiality of the change in information triggering the filling obligation and the filing person’s previous disclosures. Any delay beyond the date the filing can reasonably be made may not be considered prompt.
Schedule 13G
If an investor falls into one of the three categories discussed below, the investor should file a Schedule 13G, which is a shorter disclosure form, instead of a Schedule 13D.
Schedule 13G can be filed by three classes of investors - Exempt Investors (Rule 13d1(d)), Qualified Institutional Investors (Rule 13d-1(b)), and Passive Investors (Rule 13d1(c)).
Rule 13d-1(b) - Institutional Investors that acquire securities in the ordinary course of business and not with the intent nor with the effect of influencing control of the issuer.
Rule 13d-1(c) - Passive Investors that have not acquired the security with the intent nor effect of influencing control over the issuer, are not an “institutional investor,” and are not directly or indirectly the beneficial owner of 20% or more of the security.
Rule 13d-1(d) - Exempt Investors under Section 13(d)(6)(A) or (B) of the Securities Exchange Act of 1934, or because the beneficial ownership was acquired before December 22, 1970, or because the person is otherwise not required to file a statement on Schedule 13D.
Origin from : https://en.wikipedia.org/wiki/Schedule_13G
Schedule 13G/A
A : Amendment, Schedule 13G/A 就是对之前已经披露的 Schedule 13G 的修正
To be continued
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Reference
Schedule 13D
https://www.sec.gov/fast-answers/answerssched13htm.html
Schedule 13G
https://en.wikipedia.org/wiki/Schedule_13G
