UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934*
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Opera Limited |
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(Name of Issuer) |
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Common Stock |
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(Title of Class of Securities) |
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68373M107(1) |
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(CUSIP Number) |
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December 31, 2018 |
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(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐ |
Rule 13d-1(b) |
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☐ |
Rule 13d-1(c) |
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☒ |
Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 (“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).
(Continued on following pages)
(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two ordinary shares of the Issuer
CUSIP NO.: 68373M107
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(1) |
NAME OF REPORTING PERSONS |
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Kunlun Tech Limited |
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(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
☐ |
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(b) |
☐ |
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(3) |
SEC USE ONLY |
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(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Hong Kong |
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(5) |
SOLE VOTING POWER |
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96,000,000 |
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| NUMBER OF |
(6) |
SHARED VOTING POWER |
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| SHARES | ||||||
| BENEFICIALLY |
0 |
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| OWNED BY EACH |
(7) |
SOLE DISPOSITIVE POWER |
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| REPORTING | ||||||
| PERSON WITH |
96,000,000 |
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(8) |
SHARED DISPOSITIVE POWER |
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0 |
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(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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96,000,000 |
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(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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☐ |
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(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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43.6%* |
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(12) |
TYPE OF REPORTING PERSON |
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OO |
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* Calculation is based upon 220,119,343 ordinary shares outstanding of Opera Limited (the “Issuer”) as of the date of this filing.
CUSIP NO.: 68373M107
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(1) |
NAME OF REPORTING PERSONS |
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Beijing Kunlun Tech Co., Ltd. |
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(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
☐ |
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(b) |
☐ |
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(3) |
SEC USE ONLY |
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(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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People’s Republic of China |
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(5) |
SOLE VOTING POWER |
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96,000,000 |
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| NUMBER OF |
(6) |
SHARED VOTING POWER |
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| SHARES | ||||||
| BENEFICIALLY |
0 |
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| OWNED BY EACH |
(7) |
SOLE DISPOSITIVE POWER |
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| REPORTING | ||||||
| PERSON WITH |
96,000,000 |
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(8) |
SHARED DISPOSITIVE POWER |
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0 |
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(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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96,000,000 |
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(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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☐ |
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(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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43.6%* |
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(12) |
TYPE OF REPORTING PERSON |
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OO |
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* Calculation is based upon 220,119,343 ordinary shares outstanding of the Issuer as of the date of this filing.
CUSIP NO.: 68373M107
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(1) |
NAME OF REPORTING PERSONS |
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Keeneyes Future Holding Inc. |
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(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
☐ |
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(b) |
☐ |
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(3) |
SEC USE ONLY |
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(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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Cayman Islands |
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(5) |
SOLE VOTING POWER |
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39,000,000 |
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| NUMBER OF |
(6) |
SHARED VOTING POWER |
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| SHARES | ||||||
| BENEFICIALLY |
0 |
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| OWNED BY EACH |
(7) |
SOLE DISPOSITIVE POWER |
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| REPORTING | ||||||
| PERSON WITH |
39,000,000 |
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(8) |
SHARED DISPOSITIVE POWER |
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0 |
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(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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39,000,000 |
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(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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☐ |
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(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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17.7%* |
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(12) |
TYPE OF REPORTING PERSON |
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CO |
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* Calculation is based upon 220,119,343 ordinary shares outstanding of the Issuer as of the date of this filing.
CUSIP NO.: 68373M107
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(1) |
NAME OF REPORTING PERSONS |
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Yahui Zhou |
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(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) |
☒ |
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(b) |
☐ |
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(3) |
SEC USE ONLY |
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(4) |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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People’s Republic of China |
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(5) |
SOLE VOTING POWER |
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135,000,000 |
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| NUMBER OF |
(6) |
SHARED VOTING POWER |
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| SHARES | ||||||
| BENEFICIALLY |
0 |
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| OWNED BY EACH |
(7) |
SOLE DISPOSITIVE POWER |
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| REPORTING | ||||||
| PERSON WITH |
135,000,000 |
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(8) |
SHARED DISPOSITIVE POWER |
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0 |
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(9) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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135,000,000 |
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(10) |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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☐ |
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(11) |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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61.3%* |
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(12) |
TYPE OF REPORTING PERSON |
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IN |
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* Calculation is based upon 220,119,343 ordinary shares outstanding of the Issuer as of the date of this filing.
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Item 1(a). |
Name of Issuer: |
Opera Limited
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Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
Gjerdrums vei 19, 0484 Oslo, Norway
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Item 2(a). |
Name of Person Filing: |
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1. |
Kunlun Tech Limited, a limited liability company incorporated in Hong Kong (“Kunlun Tech”), directly holds 96,000,000 ordinary shares of the Issuer. |
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2. |
Beijing Kunlun Tech Co., Ltd., a company incorporated in the People’s Republic of China (“Beijing Kunlun Tech”), holds 100% of the equity interest of Kunlun Tech. |
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3. |
Keeneyes Future Holding Inc., an exempted company established in the Cayman Islands (“Keeneyes Future”), directly holds 39,000,000 ordinary shares of the Issuer. |
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4. |
Yahui Zhou, the chairman of the board and chief executive officer of the Issuer, beneficially owns 135,000,000 ordinary shares of the Issuer through (i) 96,000,000 ordinary shares held by Kunlun Tech, which is wholly owned by Beijing Kunlun Tech, a company in which Yahui Zhou holds 25.9% of the equity interest and serves as the chairman of the board of directors and (ii) 39,000,000 ordinary shares held by Keeneyes Future, which is wholly owned by Yahui Zhou. |
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Item 2(b). |
Address of Principal Business Office or, if None, Residence: |
For Kunlun Tech:
Flat/Rm 1903, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong
For Beijing Kunlun Tech:
46 Xizongbu hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People’s Republic of China
For Keeneyes Future:
P.O. Box 2075, George Town, Grand Cayman, KY1-1105, Cayman Islands
For Yahui Zhou:
10/F, 46 Xizongbu hutong, Mingyang International Center, Block B, Dongcheng District, Beijing 100005, People’s Republic of China
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Item 2(c). |
Citizenship or Place of Organization: |
See Item 2(a).
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Item 2(d). |
Title of Class of Securities: |
Ordinary shares of the Issuer, par value US$0.0001 per share
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Item 2(e). |
CUSIP Number: |
68373M107 (American depositary shares of the Issuer)
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Item 3. |
Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c): |
Not applicable
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Item 4. |
Ownership: |
The following table sets forth the beneficial ownership of the ordinary shares of the Issuer by each of the reporting persons as of the date of this filing:
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Number of shares as to which such person has: |
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Reporting Person |
Amount Beneficially Owned |
Percent of Class(1) |
Sole Power to Vote or Direct the Vote |
Shared Power to Vote or to Direct the Vote |
Sole Power to Dispose or to Direct the Disposition of |
Shared Power to Dispose or to Direct the Disposition of |
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Kunlun Tech |
96,000,000(2) |
43.6% |
96,000,000 |
0 |
96,000,000 |
0 |
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Beijing Kunlun Tech |
96,000,000(2) |
43.6% |
96,000,000 |
0 |
96,000,000 |
0 |
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Keeneyes Future |
39,000,000(3) |
17.7% |
39,000,000 |
0 |
39,000,000 |
0 |
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Yahui Zhou |
135,000,000(4) |
61.3% |
135,000,000 |
0 |
135,000,000 |
0 |
(1) As a percentage of 220,119,343 ordinary shares of the Issuer as of the date of this filing.
(2) Represents 96,000,000 ordinary shares of the Issuer directly held by Kunlun Tech, which is wholly owned by Beijing Kunlun Tech.
(3) Represents 39,000,000 ordinary shares of the Issuer directly held by Keeneyes Future, which is wholly owned by Yahui Zhou.
(4) Represents (i) 96,000,000 ordinary shares directly held by Kunlun Tech, which is wholly owned by Beijing Kunlun Tech, in which Yahui Zhou is the beneficial owner of 33.8% of the equity interest, and (ii) 39,000,000 ordinary shares held by Keeneyes Future, which is wholly owned by Mr. Zhou. Mr. Zhou beneficially owns 33.8% of the equity interest of Beijing Kunlun Tech and serves as its chairman of the board of directors. Mr. Zhou directly holds 16.4% of the equity interest of Beijing Kunlun Tech and indirectly holds 17.4% through Xinyu Yingrui Century Software R&D Center L.P., a limited partnership established in the People’s Republic of China (“Xinyu Yingrui”), which is co-owned by Mr. Zhou and his ex-wife. Mr. Zhou, holds 54.8% of the equity interest of Xinyu Yingrui and, as the general partner, has sole decision making authority in terms of how the partnership exercises its ownership rights in Beijing Kunlun Tech.
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Item 5. |
Ownership of Five Percent or Less of a Class: |
Not applicable
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
Not applicable
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: |
Not applicable
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Item 8. |
Identification and Classification of Members of the Group: |
Not applicable
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Item 9. |
Notice of Dissolution of Group: |
Not applicable
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Item 10. |
Certifications: |
Not applicable
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
| Kunlun Tech Limited | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
| Title: | Director | ||
| Beijing Kunlun Tech Co., Ltd. | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
| Title: | Chairman | ||
| Keeneyes Future Holding Inc. | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
| Title: | Director | ||
| Yahui Zhou | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
LIST OF EXHIBITS
|
Exhibit No. |
Description |
|
|
99.1 |
Joint Filing Agreement |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.0001 per share, of Opera Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been intentionally left blank.]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2019.
| Kunlun Tech Limited | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
| Title: | Director | ||
| Beijing Kunlun Tech Co., Ltd. | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
| Title: | Chairman | ||
| Keeneyes Future Holding Inc. | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
| Title: | Director | ||
| Yahui Zhou | |||
| By: | /s/ Yahui Zhou | ||
| Name: | Yahui Zhou | ||
[Signature Page to Joint Filing Agreement, Schedule 13G]