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CUSIP NO. 83409V104
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13D
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PAGE
3
OF 5 PAGES
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Amendment No. 1 to Schedule 13D
This Amendment No. 1 (this Amendment) amends the Schedule 13D filed by Dr. Charles Zhang (Dr. Zhang)
with the Securities and Exchange Commission (the SEC) on August 3, 2020 (the Initial Statement).
Item 4.
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Purpose of the Transaction.
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Item 4 of the Initial Statement is hereby supplemented as follows:
On September 23, 2021, the Issuer completed the merger (the Merger), contemplated by an Agreement and Plan of Merger, dated
September 29, 2020 and amended on December 1, 2020 and further amended on July 19, 2021 (as so amended, the Merger Agreement), by and among the Issuer, THL A21 Limited (THL), TitanSupernova Limited
(Parent), and Tencent Mobility Limited (TML) (THL, Parent, and TML, each of which is or was a direct or indirect wholly-owned subsidiary of Tencent Holdings Limited (Tencent)), in which Parent was merged with and
into the Issuer, with the Issuer continuing as the surviving company. As a result of the Merger, the Issuer ceased to be a publicly-traded company and became a privately-held company wholly owned indirectly by Tencent.
Pursuant to the Merger Agreement, all the Class A ordinary shares, par value $0.001 per share, of the Issuer (Class A Ordinary
Shares), including Class A Ordinary Shares represented by American depositary shares (ADSs), that were issued and outstanding immediately prior to the effective time of the Merger (the Effective Time), other than
the Excluded Shares (as defined in the Merger Agreement) and ADSs representing the Excluded Shares, were cancelled, and ceased to exist, in exchange for the right of the holders thereof to receive $9.00 in cash per Class A Ordinary Share or
$9.00 in cash per ADS, as applicable.
As a result of the Merger, trading of the Issuers ADSs on the New York Stock Exchange (the
NYSE) has been suspended and the NYSE has filed with the SEC a Form 25 (the Form 25) notifying the SEC of the NYSEs withdrawal of the ADSs from listing on the NYSE and intention to withdraw the Class A
Ordinary Shares from registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act). The Issuer intends to file with the SEC, 10 days after the NYSE filed the Form 25, a Form 15
suspending the Issuers reporting obligations under the Exchange Act and withdrawing the registration of the Class A Ordinary Shares under the Exchange Act. The deregistration will become effective 90 days after the filing of the
Form 25 or such shorter period as may be determined by the SEC. The Issuers obligations to file with or furnish to the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will terminate once the deregistration of the Class A Ordinary Shares becomes effective.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Statement is hereby amended and restated in its entirety as follows: