SC 13E3/A 1 a2242762zsc13e3a.htm SC 13E3/A

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TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13E-3

Amendment No. 2
RULE 13e-3 TRANSACTION STATEMENT
(Under Section 13(e) of the Securities Exchange Act of 1934)

Gridsum Holding Inc.
(Name of the Issuer)

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


Gridsum Holding Inc. South Wing, High Technology Building, No. 229 North 4th Ring Road, Haidian District, Beijing 100083, People's Republic of China Telephone: (86-10) 8261-9988		Kang Bo Si Nan (Beijing) Technology Co., Ltd. Room 206-34, 2nd Floor, Building No.3, No.81 Zi Zhu Yuan Road, Haidian District, Beijing, People's Republic of China Telephone: (86-10) 8286-3684
Gridsum Group Limited 9/F MW Tower, No 111 Bonham Strand, Sheung Wan, Hong Kong Telephone: (86-10) 8286-3684		Gridsum Corporation Gridsum Growth Inc. Offices of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands Telephone: (86-10) 8286-3684
Mr. Guosheng Qi Generation Gospel Limited Fairy Spirit Limited c/o South Wing, High Technology Building, No. 229 North 4th Ring Road, Haidian District, Beijing 100083, People's Republic of China Telephone: (86-10) 8261-9988		Mr. Guofa Yu Garden Enterprises Ltd. c/o South Wing, High Technology Building, No. 229 North 4th Ring Road, Haidian District, Beijing 100083, People's Republic of China Telephone: (86-10) 8261-9988


Zhangjiagang Zhixinggewu Enterprise Management Center (Limited Partnership) Room 101, No. 259 Nanjing West Road, Tangqiao Town, Zhangjiagang City, Jiangsu Province, People's Republic of China Telephone: (86-10) 8286-3684		Wuxi Zhihe Enterprise Consulting Partnership (Limited Partnership) Room 1601-40, No.8 Financial 2nd Street, Binhu District, Wuxi, Jiangsu Province, People's Republic of China Telephone: (86-10) 8286-3684
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
*With copies to:*
Jie (Jeffrey) Sun, Esq. Orrick, Herrington & Sutcliffe LLP 47/F Park Place 1601 Nanjing Road West, Shanghai 200040 People's Republic of China Telephone: +86 21 6109 7103		Richard V. Smith, Esq. Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105, USA Telephone: +1 (415) 773-5830
Stephanie Tang, Esq. Hogan Lovells 11th Floor, One Pacific Place 88 Queensway, Admiralty Hong Kong Telephone: +852 2219-0888		Niping Wu, Esq. Fenwick & West LLP Unit 908, Kerry Parkside Office 1155 Fang Dian Road Pudong New Area, Shanghai 201204 People's Republic of China Telephone: +86 21 8017 1200


a	o	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b	o	The filing of a registration statement under the Securities Act of 1933.
c	o	A tender offer
d	ý	None of the above


	Amount Previously Paid: $6,194.16		Filing Party: Gridsum Holding Inc.
	Form or Registration No.: Schedule 13e-3		Date Filed: November 24, 2020


Item 1	Summary Term Sheet	3
Item 2	Subject Company Information	3
Item 3	Identity and Background of Filing Persons	4
Item 4	Terms of the Transaction	4
Item 5	Past Contracts, Transactions, Negotiations and Agreements	5
Item 6	Purposes of the Transaction and Plans or Proposals	6
Item 7	Purposes, Alternatives, Reasons and Effects	7
Item 8	Fairness of the Transaction	9
Item 9	Reports, Opinions, Appraisals and Negotiations	10
Item 10	Source and Amount of Funds or Other Consideration	10
Item 11	Interest in Securities of the Subject Company	11
Item 12	The Solicitation or Recommendation	11
Item 13	Financial Statements	12
Item 14	Persons/Assets, Retained, Employed, Compensated or Used	12
Item 15	Additional Information	12
Item 16	Exhibits	13


	(a)-(1)		Preliminary Proxy Statement of the Company dated , 2021 (the "Proxy Statement").
	(a)-(2)		Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.
	(a)-(3)		Form of Depositary's Notice, incorporated herein by reference to Annex G to the Proxy Statement.
	(a)-(4)		Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.
	(a)-(5)		Form of ADS Voting Instruction Card, incorporated herein by reference to Annex H to the Proxy Statement.
	(a)-(6)		Press Release issued by the Company, dated October 1, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on October 1, 2020.
	(b)-(1)		Equity Commitment Letter by and among Beijing SPV, Parent and Holdco dated September 30, 2020, incorporated herein by reference to Exhibit 99.9 to Schedule 13D, as amended, filed with the SEC by the Rollover Securityholders on October 7, 2020.
	(c)-(1)		Opinion of Houlihan Lokey (China) Limited as Financial Advisor, dated September 30, 2020, incorporated herein by reference to Annex C to the Proxy Statement.*
	(c)-(2)		Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the special committee of the board of directors of the Company, dated July 10, 2020.*
	(c)-(3)		Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the special committee of the board of directors of the Company, dated September 30, 2020.*
	(d)-(1)		Agreement and Plan of Merger, dated as of September 30, 2020, among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the Proxy Statement.
	(d)-(2)		Support Agreement by and among Parent and Rollover Securityholders, dated as of September 30, 2020, incorporated herein by reference to Exhibit 99.10 to Schedule 13D, as amended, filed with the SEC by the Rollover Securityholders on October 7, 2020.
	(f)-(1)		Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement.
	(f)-(2)		Section 238 of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein by reference to Annex D to the Proxy Statement.
	(g)		Not applicable.

Transactional Valuation*		Amount of Filing Fee**




$56,775,002.82		$6,194.16


		Guosheng Qi
		/s/ GUOSHENG QI


		Guofa Yu
		/s/ GUOFA YU


(a	)-(1)	Preliminary Proxy Statement of the Company dated , 2021 (the "Proxy Statement").

(a	)-(2)	Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.

(a	)-(3)	Form of Depositary's Notice, incorporated herein by reference to Annex G to the Proxy Statement.

(a	)-(4)	Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.

(a	)-(5)	Form of ADS Voting Instruction Card, incorporated herein by reference to Annex H to the Proxy Statement.

(a	)-(6)	Press Release issued by the Company, dated October 1, 2020, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on October 1, 2020.

(b	)-(1)	Equity Commitment Letter by and among Beijing SPV, Parent and Holdco dated September 30, 2020, incorporated herein by reference to Exhibit 99.9 to Schedule 13D, as amended, filed with the SEC by the Rollover Securityholders on October 7, 2020.

(c	)-(1)	Opinion of Houlihan Lokey (China) Limited as Financial Advisor, dated September 30, 2020, incorporated herein by reference to Annex C to the Proxy Statement.*

(c	)-(2)	Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the special committee of the board of directors of the Company, dated July 10, 2020.*

(c	)-(3)	Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the special committee of the board of directors of the Company, dated September 30, 2020.*

(d	)-(1)	Agreement and Plan of Merger, dated as of September 30, 2020, among the Company, Parent and Merger Sub incorporated herein by reference to Annex A to the Proxy Statement.

(d	)-(2)	Support Agreement by and among Parent and Rollover Securityholders, dated as of September 30, 2020, incorporated herein by reference to Exhibit 99.10 to Schedule 13D, as amended, filed with the SEC by the Rollover Securityholders on October 7, 2020.

(f	)-(1)	Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement.

(f	)-(2)	Section 238 of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein by reference to Annex D to the Proxy Statement.

(g	)	Not applicable.

Gridsum Holding Inc.

/s/ LEE CHEUK YIN DANNIS

Lee Cheuk Yin Dannis

Independent Director, Chairman of the Special Committee

SEC Form SC 13E3/A filed