The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 2 of 17
|
|
1
|
NAME OF REPORTING PERSON
Infront International Holdings AG
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
92,216,209(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
92,216,209(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,216,209(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%.(2)
The voting power of the shares beneficially owned by the reporting person represents 56.7% of the
total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 92,216,209 Class B Ordinary Shares
held directly by the reporting person. Each Class B Ordinary Share may be converted by the holder thereof at any time into Class
A Ordinary Shares, on a one-for-one basis. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder
thereof to any person who is not an affiliate of Dalian Wanda Group Co., Ltd, such Class B Ordinary Shares will be automatically
and immediately converted into an equal number of Class A Ordinary Shares. Holders of Class A Ordinary Shares are entitled to one
vote per share, while holders of Class B Ordinary Shares are entitled to four votes per share. Holders of Class A Ordinary Shares
and Class B Ordinary Shares vote together as one class on all matters subject to a shareholder vote.
(2) The percentage of the class of securities used in this Schedule 13D is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,331,351, representing the total number of issued and outstanding Class A Ordinary Shares (62,363,644) and Class B Ordinary Shares (146,967,707) as a single class as of February 26, 2021.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 3 of 17
|
|
1
|
NAME OF REPORTING PERSON
Wanda Sports Industry (Guangzhou) Co. Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
92,216,209(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
92,216,209(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,216,209(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%.(2)
The voting power of the shares beneficially owned by the reporting person represents 56.7% of the
total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 92,216,209 Class B Ordinary Shares
held indirectly by the reporting person through Infront International Holdings AG.
(2) The percentage of the class of securities is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 4 of 17
|
|
1
|
NAME OF REPORTING PERSON
Wanda Sports & Media (Hong Kong) Co. Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
92,216,209(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
92,216,209(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,216,209(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%.(2)
The voting power of the shares beneficially owned by the reporting person represents 56.7% of the
total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 92,216,209 Class B Ordinary Shares
held indirectly by the reporting person through Wanda Sports Industry (Guangzhou) Co. Limited.
(2) The percentage of the class of securities is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 5 of 17
|
|
1
|
NAME OF REPORTING PERSON
Wanda Sports & Media Co. Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
92,216,209(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
92,216,209(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,216,209(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.1%.(2)
The voting power of the shares beneficially owned by the reporting person represents 56.7% of the
total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 92,216,209 Class B Ordinary Shares
held indirectly by the reporting person through Wanda Sports & Media (Hong Kong) Co. Limited.
(2) The percentage of the class of securities is calculated by dividing the number of Class B Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 6 of 17
|
|
1
|
NAME OF REPORTING PERSON
Wanda Sports & Media (Hong Kong) Holding Co. Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
185,325,746(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
185,325,746(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,325,746(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%.(2)
The voting power of the shares beneficially owned by the reporting person represents 96.3% of the total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 92,216,209 Class B Ordinary Shares held indirectly by the reporting person through Wanda Sports & Media Co. Limited, and 54,751,498 Class B Ordinary Shares and 38,358,039 Class A Ordinary Shares held directly by the reporting person.
(2) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 7 of 17
|
|
1
|
NAME OF REPORTING PERSON
Wanda Culture Holding Co. Limited
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
185,325,746(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
185,325,746(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,325,746(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%.(2)
The voting power of the shares beneficially owned by the reporting person represents
96.3% of the total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 146,967,707 Class B Ordinary
Shares and 38,358,039 Class A Ordinary Shares held indirectly by the reporting person through Wanda Sports & Media (Hong Kong)
Holding Co. Limited.
(2) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 8 of 17
|
|
1
|
NAME OF REPORTING PERSON
Beijing Wanda Culture Industry Group Co. Ltd
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
185,325,746(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
185,325,746(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,325,746(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%.(2)
The voting power of the shares beneficially owned by the reporting person represents
96.3% of the total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 146,967,707 Class B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by the reporting person through Wanda Culture Holding Co. Limited.
(2) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 9 of 17
|
|
1
|
NAME OF REPORTING PERSON
Dalian Wanda Group Co., Ltd
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
185,325,746(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
185,325,746(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,325,746(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%.(2)
The voting power of the shares beneficially owned by the reporting person represents
96.3% of the total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 146,967,707 Class B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by the reporting person through Beijing Wanda Culture Industry Group Co. Ltd.
(2) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 10 of 17
|
|
1
|
NAME OF REPORTING PERSON
Dalian Hexing Investment Co. Ltd
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
185,325,746(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
185,325,746(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,325,746(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%.(2)
The voting power of the shares beneficially owned by the reporting person represents
96.3% of the total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
CO
|
|
(1) Represents 146,967,707 Class B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by the reporting person through Dalian Wanda Group Co., Ltd.
(2) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 11 of 17
|
|
1
|
NAME OF REPORTING PERSON
Mr. Jianlin Wang
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
|
3
|
SEC USE ONLY
|
|
|
4
|
SOURCE OF FUNDS
See Item 3.
|
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
|
☐
|
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
185,325,746(1)
|
|
9
|
SOLE DISPOSITIVE POWER
None
|
|
10
|
SHARED DISPOSITIVE POWER
185,325,746(1)
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,325,746(1)
|
|
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
☐
|
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
88.5%.(2)
The voting power of the shares beneficially owned by the reporting person represents
96.3% of the total outstanding voting power(3)
|
|
|
14
|
TYPE OF REPORTING PERSON
IN
|
|
(1) Represents 146,967,707 Class B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by the reporting person through Dalian Hexing Investment Co. Ltd. Mr. Jianlin Wang holds 98% of the shares of Dalian Hexing Investment Co. Ltd.
(2) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the reporting person by 209,331,351.
(3) The percentage of voting power is calculated by dividing
the voting power beneficially owned by the reporting person by the voting power of all of the Class A Ordinary Shares and Class
B Ordinary Shares as a single class.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 12 of 17
|
Explanatory Note
This Amendment No. 2 (this “Amendment”)
further amends and supplements the Statement on Schedule 13D, initially filed with the U.S. Securities and Exchange
Commission (the “SEC”) on December 23, 2021 (together with any amendments thereto filed with the SEC, this
“Schedule 13D”). This Schedule 13D is being filed as a result of the expiration of the initial offer
period of the Offer and the commencement of the subsequent offering period.
Pursuant to Rule 13d-5(b) of the Securities Exchange Act of 1934,
as amended (the “Act”), the Reporting Persons may be deemed to beneficially own a total of 185,325,746 ordinary shares
of Wanda Sports Group Company Limited, a company incorporated under the laws of Hong Kong (the “Issuer”) (the “Ordinary
Shares”), as a “group” (within the meaning of Rule 13d-5(b) under the Act), which constitute 88.5% of the
outstanding Ordinary Shares. Of these Ordinary Shares, 146,967,707 shares are class B ordinary shares of the Issuer, no par value
(the “Class B Ordinary Shares”), and 38,358,039 shares are class A ordinary shares of the Issuer, no par value
(the “Class A Ordinary Shares” and together with the Class B Ordinary Shares, the “Ordinary Shares”).
Except as otherwise set forth in this Amendment, the information
set forth in the Schedule 13D remains unchanged and is incorporated herein by reference to the extent relevant to the items in
this Amendment. This Amendment should be read together with the Schedule 13D.
The items of the Schedule 13D set forth below are hereby amended
and supplemented as follows:
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated as follows:
“The information set forth in Item 4 is incorporated by reference
in its entirety into this Item 3.
Purchaser has accepted for payment, and expects to promptly pay
for, all Class A Ordinary Shares and ADSs validly tendered (and not validly withdrawn) during the subsequent offering period of
the Offer. Purchaser will finance the Offer with cash on hand.
As of December 21, 2020, Purchaser had cash of approximately $104
million. Assuming that all outstanding Class A Ordinary Shares and ADSs are tendered into the Offer (following the expiration of
the subsequent offering period), the aggregate purchase price payable by Purchaser upon the consummation of the Offer would be
approximately $84.3 million (excluding related transaction fees, costs and expenses).”
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by
adding the following paragraphs thereto:
“The subsequent offering period expired as scheduled at 5:00
p.m., New York City time, on February 26, 2021. The Tender Agent has advised that, as of the expiration date of the subsequent
offering period, a total of 38,358,039 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) were validly
tendered (and not properly withdrawn) pursuant to the Offer, representing approximately 77% of the outstanding Class A Ordinary
Shares (including Class A Ordinary Shares represented by ADSs), excluding 8,215,616 ADSs held by Associates subject to the Standstill
Agreement. The foregoing include a total of 18,678,348 ADSs tendered, representing approximately 94% of the outstanding ADSs, excluding
the ADSs held by the Associates. Purchaser has accepted for payment, and has paid (or will pay) for, all Class A Ordinary Shares
and ADSs validly tendered (and not validly withdrawn) pursuant to the Offer.”
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 13 of 17
|
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and replaced as follows:
“(a) -
(b) The following table sets forth the beneficial ownership of Class A Ordinary Shares and Class B Ordinary Shares for each of
the Reporting Persons.
|
Reporting Person
|
|
Amount beneficially owned(*)
|
|
Percentage(1)
|
|
Percentage of voting power (2)
|
|
Shared power to vote or direct the vote
|
|
Sole power to vote or direct the vote
|
|
Shared power to dispose or direct the disposition
|
|
Sole power to dispose or direct the disposition
|
|
Infront International Holdings AG
|
|
|
92,216,209.0
|
(3)
|
|
|
44.1
|
%
|
|
|
56.7
|
%
|
|
|
92,216,209
|
|
|
|
—
|
|
|
|
92,216,209
|
|
|
|
—
|
|
|
Wanda Sports Industry (Guangzhou) Co. Limited
|
|
|
92,216,209.0
|
(4)
|
|
|
44.1
|
%
|
|
|
56.7
|
%
|
|
|
92,216,209
|
|
|
|
—
|
|
|
|
92,216,209
|
|
|
|
—
|
|
|
Wanda Sports & Media (Hong Kong) Co. Limited
|
|
|
92,216,209.0
|
(5)
|
|
|
44.1
|
%
|
|
|
56.7
|
%
|
|
|
92,216,209
|
|
|
|
—
|
|
|
|
92,216,209
|
|
|
|
—
|
|
|
Wanda Sports & Media Co. Limited
|
|
|
92,216,209.0
|
(6)
|
|
|
44.1
|
%
|
|
|
56.7
|
%
|
|
|
92,216,209
|
|
|
|
—
|
|
|
|
92,216,209
|
|
|
|
—
|
|
|
Wanda Sports & Media (Hong Kong) Holding Co. Limited
|
|
|
185,325,746
|
(7)
|
|
|
88.5
|
%
|
|
|
96.3
|
%
|
|
|
185,325,746
|
|
|
|
—
|
|
|
|
185,325,746
|
|
|
|
—
|
|
|
Wanda Culture Holding Co. Limited
|
|
|
185,325,746
|
(8)
|
|
|
88.5
|
%
|
|
|
96.3
|
%
|
|
|
185,325,746
|
|
|
|
—
|
|
|
|
185,325,746
|
|
|
|
—
|
|
|
Beijing Wanda Culture Industry Group Co. Ltd
|
|
|
185,325,746
|
(9)
|
|
|
88.5
|
%
|
|
|
96.3
|
%
|
|
|
185,325,746
|
|
|
|
—
|
|
|
|
185,325,746
|
|
|
|
—
|
|
|
Dalian Wanda Group Co., Ltd
|
|
|
185,325,746
|
(10)
|
|
|
88.5
|
%
|
|
|
96.3
|
%
|
|
|
185,325,746
|
|
|
|
—
|
|
|
|
185,325,746
|
|
|
|
—
|
|
|
Dalian Hexing Investment Co. Ltd
|
|
|
185,325,746
|
(11)
|
|
|
88.5
|
%
|
|
|
96.3
|
%
|
|
|
185,325,746
|
|
|
|
—
|
|
|
|
185,325,746
|
|
|
|
—
|
|
|
Mr. Jianlin Wang
|
|
|
185,325,746
|
(12)
|
|
|
88.5
|
%
|
|
|
96.3
|
%
|
|
|
185,325,746
|
|
|
|
—
|
|
|
|
185,325,746
|
|
|
|
—
|
|
_______________
(*) Lists the number of Ordinary
Shares held, directly and/or indirectly, by each Reporting Person. Class B Ordinary Shares may be converted into Class A Ordinary
Shares at any time, on a one-for-one basis. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a
holder thereof to any person who is not an affiliate of Dalian Wanda Group Co., Ltd, such Class B Ordinary Shares will be automatically
and immediately converted into an equal number of Class A Ordinary Shares.
(1) The percentage of the class of securities is calculated by dividing the number of Ordinary Shares beneficially owned by the Reporting Person by 209,331,351, representing the total number of issued and outstanding Class A Ordinary Shares (62,363,644) and Class B Ordinary Shares (146,967,707) as a single class as of February 26, 2021.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 14 of 17
|
(2) The percentage of voting power
is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Class A
Ordinary Shares and Class B Ordinary Shares as a single class.
(3) Represents 92,216,209 Class
B Ordinary Shares directly held by Infront International Holdings AG. Infront International Holdings AG is wholly-owned by Wanda
Sports Industry (Guangzhou) Co. Limited.
(4) Represents 92,216,209 Class
B Ordinary Shares indirectly held by Wanda Sports Industry (Guangzhou) Co. Limited through Infront International Holdings AG. Wanda
Sports Industry (Guangzhou) Co. Limited is wholly-owned by Wanda Sports & Media (Hong Kong) Co. Limited.
(5) Represents 92,216,209 Class
B Ordinary Shares indirectly held by Wanda Sports & Media (Hong Kong) Co. Limited through Wanda Sports Industry (Guangzhou)
Co. Limited. Wanda Sports & Media (Hong Kong) Co. Limited is wholly-owned by Wanda Sports & Media Co. Limited.
(6) Represents 92,216,209 Class
B Ordinary Shares indirectly held by Wanda Sports & Media Co. Limited through Wanda Sports & Media (Hong Kong) Co. Limited.
Wanda Sports & Media Co. Limited is wholly-owned by Wanda Sports & Media (Hong Kong) Holding Co. Limited.
(7) Represents 92,216,209 Class
B Ordinary Shares held indirectly by Wanda Sports & Media (Hong Kong) Holding Co. Limited through Wanda Sports & Media
Co. Limited and 54,751,498 Class B Ordinary Shares and 38,358,039 Class A Ordinary Shares held directly in the Issuer by Wanda
Sports & Media (Hong Kong) Holding Co. Limited. Wanda Sports & Media (Hong Kong) Holding Co. Limited is wholly-owned by
Wanda Culture Holding Co. Limited.
(8) Represents 146,967,707 Class
B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by Wanda Culture Holding Co. Limited through Wanda Sports
& Media (Hong Kong) Holding Co. Limited. Wanda Culture Holding Co. Limited is wholly-owned by Beijing Wanda Culture Industry
Group Co. Ltd.
(9) Represents 146,967,707 Class
B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by Beijing Wanda Culture Industry Group Co. Ltd.through
Wanda Culture Holding Co. Limited. Beijing Wanda Culture Industry Group Co. Ltd is wholly-owned by Dalian Wanda Group Co., Ltd.
(10) Represents 146,967,707 Class
B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by Dalian Wanda Group Co., Ltd through Beijing Wanda Culture
Industry Group Co. Ltd. Dalian Wanda Group Co., Ltd is controlled by Dalian Hexing Investment Co. Ltd (which entity holds 99.76%
of the shares of Dalian Wanda Group Co., Ltd).
(11) Represents 146,967,707 Class
B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by Dalian Hexing Investment Co. Ltd through Dalian Wanda
Group Co., Ltd. Dalian Hexing Investment Co. Ltd is controlled by Mr. Jianlin Wang (who holds 98% of the shares of Dalian Hexing
Investment Co. Ltd).
(12) Represents 146,967,707 Class
B Ordinary Shares and 38,358,039 Class A Ordinary Shares held indirectly by Mr. Jianlin Wang through Dalian Hexing Investment Co.
Ltd. Mr. Jianlin Wang holds 98% of the shares of Dalian Hexing Investment Co. Ltd.
(c) To the best
knowledge of each of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effected
any transactions relating to the Class A Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.”
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 15 of 17
|
Item 7. Material
to be Filed as Exhibits
Item 7 of the Schedule 13D is
hereby amended and supplemented by adding the following exhibits:
|
Exhibit
|
|
Description
|
|
99.1
|
|
Joint Filing Agreement.
|
|
99.2
|
|
Amendment No. 1 to Offer to Purchase, dated January 11, 2021 (incorporated by reference to Exhibit (a)(1)(i) to the Amendment No. 1 to Schedule TO-T filed with the SEC on January 11, 2021).
|
|
99.3*
|
|
Form of Share Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(ii) to the Schedule TO-T filed with the SEC on December 23, 2020).
|
|
99.4*
|
|
Form of ADS Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(iii) to the Schedule TO-T filed with the SEC on December 23, 2020).
|
|
99.5*
|
|
Standstill Agreement, dated December 22, 2020, by and among Purchaser and certain holders of American Depositary Shares (incorporated by reference to Exhibit (d) to the Schedule TO-T filed with the SEC on December 23, 2020).
|
* Previously filed.
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 16 of 17
|
SIGNATURE
After reasonable 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: March 2, 2021
|
|
|
|
|
INFRONT INTERNATIONAL HOLDINGS AG
|
|
|
|
|
|
|
|
By: /s/ Zeng Maojun
|
|
|
|
Name: Zeng Maojun
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
WANDA SPORTS INDUSTRY (GUANGZHOU) CO. LIMITED
|
|
|
|
|
|
|
|
By: /s/ Zeng Maojun
|
|
|
|
Name: Zeng Maojun
|
|
|
|
Title: Legal Representative
|
|
|
|
|
|
|
|
WANDA SPORTS & MEDIA (HONG KONG) CO. LIMITED
|
|
|
|
|
|
|
|
By: /s/ Zeng Maojun
|
|
|
|
Name: Zeng Maojun
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
WANDA SPORTS & MEDIA CO. LIMITED
|
|
|
|
|
|
|
|
By: /s/ Zeng Maojun
|
|
|
|
Name: Zeng Maojun
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
WANDA SPORTS & MEDIA (HONG KONG) HOLDING CO. LIMITED
|
|
|
|
|
|
|
|
By: /s/ Zhang Lin
|
|
|
|
Name: Zhang Lin
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
WANDA CULTURE HOLDING CO. LIMITED
|
|
|
|
|
|
|
|
By: /s/ Zeng Maojun
|
|
|
|
Name: Zeng Maojun
|
|
|
|
Title: Director
|
|
|
|
|
|
|
|
BEIJING WANDA CULTURE INDUSTRY GROUP CO. LTD
|
|
|
|
|
|
|
|
By: /s/ Qi Jie
|
|
|
|
Name: Qi Jie
|
|
|
|
Title: Legal Representative
|
|
|
|
|
|
|
CUSIP No. 93368R 101
|
SCHEDULE 13D
|
Page 17 of 17
|
|
|
DALIAN WANDA GROUP CO., LTD
|
|
|
|
|
|
|
|
By: /s/ Jianlin Wang
|
|
|
|
Name: Jianlin Wang
|
|
|
|
Title: Legal Representative
|
|
|
|
|
|
|
|
DALIAN HEXING INVESTMENT CO LTD
|
|
|
|
|
|
|
|
By: /s/ Jianlin Wang
|
|
|
|
Name: Jianlin Wang
|
|
|
|
Title: Legal Representative
|
|
|
|
|
|
|
|
JIANLIN WANG
|
|
|
|
|
|
|
|
By: /s/ Jianlin Wang
|
|