GSUM Gridsum Holdings Inc

Gridsum Holding Inc.
Kang Bo Si Nan (Beijing) Technology Co., Ltd.
Gridsum Group Limited
Gridsum Corporation
Gridsum Growth Inc.
Mr. Guosheng Qi
Generation Gospel Limited
Fairy Spirit Limited
Mr. Guofa Yu
Garden Enterprises Ltd.
Zhangjiagang Zhixinggewu Enterprise Management Center (Limited Partnership)
Wuxi Zhihe Enterprise Consulting Partnership (Limited Partnership)
(Names of Persons Filing Statement)

Shares, par value $0.001 per share
American Depositary Shares, each representing one Class B Ordinary Share
(Title of Class of Securities)

398132100
(CUSIP Number)¹

¹

This CUSIP applies to the American Depositary Shares, which may be evidenced by American Depositary Receipts, each representing one class B ordinary share.

Table of Contents

TABLE OF CONTENTS

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INTRODUCTION

        This Amendment No. 2 to the Rule 13E-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Gridsum Holding Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value US$0.001 per share (each, a "Share" and collectively, the "Shares"), including the Shares represented by the American depositary shares ("ADSs"), each representing one class B ordinary share of the Company (the "Class B Ordinary Share"), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Kang Bo Si Nan (Beijing) Technology Co., Ltd., a company with limited liability incorporated under the laws of the People's Republic of China and an affiliate of Mr. Guosheng Qi ("Beijing SPV"); (c) Gridsum Group Limited, a private company with limited liability incorporated under the laws of Hong Kong and a wholly-owned subsidiary of Beijing SPV ("Holdco"); (d) Gridsum Corporation, an exempted company with limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of Holdco ("Parent"); (e) Gridsum Growth Inc., an exempted company with limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"); (f) Mr. Guosheng Qi, one of the co-founders, chairman and chief executive officer of the Company ("Mr. Qi"); (g) Generation Gospel Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands wholly owned by Mr. Qi ("Generation Gospel"); (h) Fairy Spirit Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands controlled by Mr. Qi ("Fairy Spirit"); (i) Mr. Guofa Yu, one of the co-founders, director and chief operating officer of the Company ("Mr. Yu"); (j) Garden Enterprises Ltd., a business company with limited liability incorporated under the laws of British Virgin Islands wholly owned by Mr. Yu ("Garden Enterprises", together with Mr. Qi, Generation Gospel, Fairy Spirit and Mr. Yu, the "Rollover Securityholders"); (k) Zhangjiagang Zhixinggewu Enterprise Management Center (Limited Partnership), a limited liability partnership organized under the laws of the People's Republic of China ("Zhixinggewu"); and (l) Wuxi Zhihe Enterprise Consulting Partnership (Limited Partnership), a limited liability partnership organized under the laws of the People's Republic of China ("Wuxi Zhihe"). Beijing SPV, Holdco, Parent, Merger Sub and Rollover Securityholders are collectively referred to herein as the "Buyer Group."

        On September 30, 2020, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company continuing as the surviving company (the "Surviving Company") resulting from the Merger as a wholly-owned subsidiary of Parent.

        If the Merger is consummated, at the effective time of the Merger (the "Effective Time"), each Share issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$2.00 and each issued and outstanding ADS will represent the right to surrender one ADS in exchange for US$2.00, in each case, in cash, without interest and net of any applicable withholding taxes. The holders of ADSs will bear any applicable fees, charges and expenses of CITIBANK, N.A., in its capacity as the ADS depositary in connection with the distribution of the merger consideration to the holders of ADSs, including applicable ADS cash distribution fees (US$0.05 per ADS held). Notwithstanding the foregoing, if the Merger is consummated, the following Shares (including Shares represented by ADSs) (collectively, the "Excluded Shares"), will be cancelled and cease to exist at the Effective Time but will not be converted into the right to receive the consideration described in the immediately preceding paragraph:

(a)

Shares (including Shares represented by ADSs) owned by Parent, Merger Sub, the Company (as treasury shares, if any) or any of their direct or indirect wholly-owned subsidiaries, which will be cancelled without payment of any consideration or distribution therefor;

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(b)

Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise or vesting of Company's Options (as defined below) and/or Company RSUs (as defined below), which will be cancelled without payment of any consideration or distribution therefor;



(c)

Shares (including such Shares represented by ADSs), Company Options and Company RSUs held by the Rollover Securityholders (the "Rollover Securities") immediately prior to the Effective Time, which will be cancelled without payment of any consideration or distribution therefor; and



(d)

Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger in accordance with Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law"), which will be cancelled and will entitle the former holders thereof to receive the fair value thereon in accordance with the provisions of Section 238 of the Cayman Islands Companies Law (collectively, the "Dissenting Shares").

        In addition, at the Effective Time, each option to purchase Shares granted under the Company's Stock Option Plan and Equity Incentive Plan (together, the "Company Incentive Plans") (each a "Company Option") (other than any Company Option that is a Rollover Security) that is vested and outstanding immediately prior to the Effective Time will be cancelled and converted into the right of the holder of such vested Company Option to receive cash in the amount equal to the product of (x) the excess, if any, of US$2.00 over the exercise price per Class B Ordinary Share under such Company Option and (y) the number of Class B Ordinary Shares subject to such Company Option (the "Vested Company Option Consideration"), provided that if the exercise price per Class B Ordinary Share of any such Company Option is equal to or greater than US$2.00, such Company Option will be cancelled without any consideration payable in respect thereof.

        At the Effective Time, each Company Option that is unvested and outstanding immediately as of the Effective Time will be cancelled as of the Effective Time, automatically and without any action on the part of the holders thereof, for no consideration.

        At the Effective Time, each restricted share unit of the Company granted under the Company Incentive Plans (each a "Company RSU") (other than any Company RSU that is a Rollover Security) outstanding and unexercised immediately prior to the Effective Time, will be cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to (i) US$2.00, multiplied by (ii) the number of Class B Ordinary Shares underlying such Company RSU, provided that if the Company RSUs are unvested, it shall automatically and without any action on the part of the holders thereof, be deemed to have vested immediately prior to the Effective Time.

        Notwithstanding the foregoing, if the Merger is completed, pursuant to the terms of the support agreement (the "Support Agreement"), dated as of September 30, 2020, by and among the Rollover Securityholders and Parent, each of the Company Options and Company RSUs that is a Rollover Security under the Support Agreement shall be cancelled at the Effective Time.

        The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions"), including the Merger, must be authorized and approved by a special resolution of the Company passed by an affirmative vote of holders of Shares representing two-thirds or more of the voting power of the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting held in accordance with its memorandum and articles of association.

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Pursuant to the Support Agreement, the Rollover Securityholders have agreed to vote all of the Shares beneficially owned by them in favor of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, which Shares represent approximately [68.0]% of the voting rights attached to the Company's issued and outstanding Shares.

        The Company will make available to its shareholders a proxy statement (the "Proxy Statement," a preliminary copy of which is attached as Exhibit (a)(1) to this Transaction Statement), relating to the extraordinary general meeting, at which the Company's shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion.

        The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the Proxy Statement.

        All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.

Item 1    Summary Term Sheet

        The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

•

"SUMMARY TERM SHEET"



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"

Item 2    Subject Company Information

(a)

Name and Address. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"SUMMARY TERM SHEET—The Parties Involved in the Merger"



(b)

Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"THE EXTRAORDINARY GENERAL MEETING—Record Date; Shares and ADSs Entitled to Vote"



•

"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY"



(c)

Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"MARKET PRICE OF THE COMPANY'S ADSS, DIVIDENDS AND OTHER MATTERS—Market Price of the ADSs"

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(d)

Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"MARKET PRICE OF THE COMPANY'S ADSS, DIVIDENDS AND OTHER MATTERS—Dividend Policy"



(e)

Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"TRANSACTIONS IN SHARES AND ADSS—Prior Public Offerings"



(f)

Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"TRANSACTIONS IN SHARES AND ADSS"

Item 3    Identity and Background of Filing Persons

(a)

Name and Address. Gridsum Holding Inc. is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—The Parties Involved in the Merger"



•

"ANNEX E—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"



(b)

Business and Background of Entities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—The Parties Involved in the Merger"



•

"ANNEX E—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"



(c)

Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—The Parties Involved in the Merger"



•

"ANNEX E—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"

Item 4    Terms of the Transaction

(a)

-(1)  Material Terms—Tender Offers. Not applicable.



(a)

-(2)  Material Terms—Merger or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET"



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"



•

"SPECIAL FACTORS"



•

"THE EXTRAORDINARY GENERAL MEETING"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"

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•

"ANNEX B—PLAN OF MERGER"



(c)

Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"



•

SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"THE EXTRAORDINARY GENERAL MEETING—Proposals to be Considered at the Extraordinary General Meeting"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"



(d)

Appraisal Rights. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"



•

"SPECIAL FACTORS—Dissenters' Rights"



•

"DISSENTERS' RIGHTS"



•

"ANNEX D—CAYMAN ISLANDS COMPANIES LAW CAP. 22 (LAW 3 OF 1961, AS CONSOLIDATED AND REVISED)—SECTION 238"



(e)

Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS"



(f)

Eligibility of Listing or Trading. Not applicable.

Item 5    Past Contracts, Transactions, Negotiations and Agreements

(a)

Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"SPECIAL FACTORS—Related Party Transactions"



•

"TRANSACTIONS IN SHARES AND ADSS"



(b)

Significant Corporate Events. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"THE MERGER AGREEMENT"

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•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"



(c)

Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Plans for the Company after the Merger"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"



(e)

Agreements Involving the Subject Company's Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Plans for the Company after the Merger"



•

"SUMMARY TERM SHEET—Financing of the Merger"



•

"SUMMARY TERM SHEET—Support Agreement"



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Plans for the Company after the Merger"



•

"SPECIAL FACTORS—Financing of the Merger"



•

"SPECIAL FACTORS—Support Agreement"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"SPECIAL FACTORS—Voting by the Rollover Securityholders at the Extraordinary General Meeting"



•

"THE MERGER AGREEMENT"



•

"TRANSACTIONS IN SHARES AND ADSS"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"

Item 6    Purposes of the Transaction and Plans or Proposals

(a)

Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Purposes and Effects of the Merger"



•

"SUMMARY TERM SHEET—Plans for the Company after the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"

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(b)

Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET"



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"



•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"



•

"SPECIAL FACTORS—Effects of the Merger on the Company"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"



(c)

(1)-(8)    Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—The Merger"



•

"SUMMARY TERM SHEET—Purposes and Effects of the Merger"



•

"SUMMARY TERM SHEET—Plans for the Company after the Merger"



•

"SUMMARY TERM SHEET—Financing of the Merger"



•

"SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"



•

"SPECIAL FACTORS—Effects of the Merger on the Company"



•

"SPECIAL FACTORS—Plans for the Company after the Merger"



•

"SPECIAL FACTORS—Financing of the Merger"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"

Item 7    Purposes, Alternatives, Reasons and Effects

(a)

Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Purposes and Effects of the Merger"



•

"SUMMARY TERM SHEET—Plans for the Company after the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

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•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"



(b)

Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"



•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"



•

"SPECIAL FACTORS—Alternatives to the Merger"



•

"SPECIAL FACTORS—Effects on the Company if the Merger is Not Consummated"



(c)

Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Purposes and Effects of the Merger"



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"



•

"SPECIAL FACTORS—Buyer Group's Purposes of and Reasons for the Merger"



•

"SPECIAL FACTORS—Effects of the Merger on the Company"



(d)

Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Purposes and Effects of the Merger"



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Effects of the Merger on the Company"



•

"SPECIAL FACTORS—Plans for the Company after the Merger"



•

"SPECIAL FACTORS—Effects on the Company if the Merger is Not Consummated"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"SPECIAL FACTORS—Material U.S. Federal Income Tax Consequences"



•

"SPECIAL FACTORS—Material PRC Income Tax Consequences"



•

"SPECIAL FACTORS—Material Cayman Islands Tax Consequences"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"

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Item 8    Fairness of the Transaction

(a)

-(b)    Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Recommendations of the Special Committee and the Board"



•

"SUMMARY TERM SHEET—Position of the Buyer Group as to Fairness"



•

"SUMMARY TERM SHEET—Opinion of the Special Committee's Financial Advisor"



•

"SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"



•

"SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"ANNEX C—OPINION OF HOULIHAN LOKEY (CHINA) LIMITED AS FINANCIAL ADVISOR"



(c)

Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Shareholder Vote Required to Approve the Merger Agreement and Plan of Merger"



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"



•

"THE EXTRAORDINARY GENERAL MEETING—Vote Required"



(d)

Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"



•

"ANNEX C—OPINION OF HOULIHAN LOKEY (CHINA) LIMITED AS FINANCIAL ADVISOR"



(e)

Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Recommendations of the Special Committee and the Board"



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"



•

"SPECIAL FACTORS—Background of the Merger"

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•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



(f)

Other Offers. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"

Item 9    Reports, Opinions, Appraisals and Negotiations

(a)

Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Opinion of the Special Committee's Financial Advisor"



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"



•

"ANNEX C—OPINION OF HOULIHAN LOKEY (CHINA) LIMITED AS FINANCIAL ADVISOR"



(b)

Preparer and Summary of the Report, Opinion or Appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SPECIAL FACTORS—Background of the Merger"



•

"SPECIAL FACTORS—Opinion of the Special Committee's Financial Advisor"



•

"ANNEX C—OPINION OF HOULIHAN LOKEY (CHINA) LIMITED AS FINANCIAL ADVISOR"



(c)

Availability of Documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"WHERE YOU CAN FIND MORE INFORMATION"

        The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares and ADSs or his, her or its representative who has been so designated in writing.

Item 10    Source and Amount of Funds or Other Consideration

(a)

Source of Funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Financing of the Merger"



•

"SPECIAL FACTORS—Financing of the Merger"



•

"THE MERGER AGREEMENT"



•

"ANNEX A—AGREEMENT AND PLAN OF MERGER"



•

"ANNEX B—PLAN OF MERGER"

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(b)

Conditions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Financing of the Merger"



•

"SPECIAL FACTORS—Financing of the Merger"



(c)

Expenses. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"SPECIAL FACTORS—Fees and Expenses"



(d)

Borrowed Funds. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Financing of the Merger"



•

"SPECIAL FACTORS—Financing of the Merger"



•

"THE MERGER AGREEMENT"

Item 11    Interest in Securities of the Subject Company

(a)

Securities Ownership. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY"



(b)

Securities Transactions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"TRANSACTIONS IN SHARES AND ADSS"

Item 12    The Solicitation or Recommendation

(d)

Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Support Agreement"



•

"SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"



•

"QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING AND THE MERGER"



•

"SPECIAL FACTORS—Support Agreement"



•

"SPECIAL FACTORS—Voting by the Rollover Securityholders at the Extraordinary General Meeting"



•

"THE EXTRAORDINARY GENERAL MEETING—Vote Required"



•

"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANY"

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(e)

Recommendations of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—Recommendations of the Special Committee and the Board"



•

"SUMMARY TERM SHEET—Position of the Buyer Group as to Fairness"



•

"SUMMARY TERM SHEET—Support Agreement"



•

"SUMMARY TERM SHEET—Interests of the Company's Executive Officers and Directors in the Merger"



•

"SPECIAL FACTORS—Reasons for the Merger and Recommendation of the Special Committee and the Board"



•

"SPECIAL FACTORS—Position of the Buyer Group as to the Fairness of the Merger"



•

"SPECIAL FACTORS—Support Agreement"



•

"THE EXTRAORDINARY GENERAL MEETING—The Board's Recommendation"

Item 13    Financial Statements

(a)

Financial Information. The audited financial statements of the Company for the two years ended December 31, 2018 and 2019 are incorporated herein by reference to the Company's Form 20-F for the year ended December 31, 2019, originally filed on June 2, 2020 (see page F-1 and following pages). The unaudited financial statements of the Company for the six months ended June 30, 2019 and 2020 are incorporated herein by reference to the Company's earnings release for the first half of 2020 furnished on Form 6-K on December 7, 2020.

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

•

"FINANCIAL INFORMATION"



•

"WHERE YOU CAN FIND MORE INFORMATION"



(b)

Pro Forma Information. Not applicable.

Item 14    Persons/Assets, Retained, Employed, Compensated or Used

(a)

Solicitation or Recommendations. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:



•

"THE EXTRAORDINARY GENERAL MEETING—Solicitation of Proxies"



(b)

Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:



•

"SUMMARY TERM SHEET—The Parties Involved in the Merger"



•

"SPECIAL FACTORS—Interests of Certain Persons in the Merger"



•

"ANNEX E—DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON"

Item 15    Additional Information

(c)

Other Material Information. The information contained in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

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Item 16    Exhibits

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SIGNATURES

        After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: January 8, 2021

[Signature Page to Schedule 13E-3/A (Gridsum Holding Inc.)]

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[Signature Page to Schedule 13E-3/A (Gridsum Holding Inc.)]

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[Signature Page to Schedule 13E-3/A (Gridsum Holding Inc.)]

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[Signature Page to Schedule 13E-3/A (Gridsum Holding Inc.)]

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[Signature Page to Schedule 13E-3/A (Gridsum Holding Inc.)]

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[Signature Page to Schedule 13E-3/A (Gridsum Holding Inc.)]

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EXHIBIT INDEX

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