Risk Factors

An investment in Huya Class A shares and Huya ADSs involves risks, some of which are related to the Merger. In considering the proposed Merger, you should carefully consider the information about these risks set forth under “Risk Factors” beginning on page 18, together with the other information included or incorporated by reference in this proxy statement/prospectus. These risks include, without limitation, the following:

The Extraordinary General Meeting of DouYu Shareholders

DouYu will hold the EGM on                , 2020, beginning at                (local time) at 7F, Building 2, Riverside International Plaza, 1062 Yangshupu Road, Yangpu District, Shanghai 200082, People’s Republic of China. At the EGM, you will be asked:

Item 1

Based in part on the unanimous recommendation of the DouYu Special Committee, the DouYu board of directors (the “DouYu Board”), by actions taken without the participation of four directors who either recused themselves or were not present at the meeting (Mr. Shaojie Chen and Mr. Wenming Zhang, who recused themselves because of the conflicts of interest, Mr. Haiyang Yu, who recused himself because of his current employment with Tencent Holdings, and Ms. Song Zhou, who recused herself because of her current employment with Tencent Holdings), (1) has determined that the Merger is advisable and in the best interests of DouYu and its unaffiliated shareholders and ADS holders, as defined in Rule 13e-3 of the Exchange Act (the “Unaffiliated Security Holders”); (2) has approved and adopted the Merger Agreement and the transactions

contemplated by the Merger Agreement, including the Merger; and (3) recommends that DouYu shareholders vote “FOR” the authorization, approval and adoption of the Merger Agreement and the Plan of Merger.

Item 2

A vote on the proposal to instruct the chairman of the EGM to adjourn the EGM as described above would only occur if there are insufficient proxies received at the time of the EGM to authorize, approve and adopt the Merger Agreement and the Plan of Merger.

Vote Required; DouYu Voting Agreements

In order for the Merger to be completed, the Merger Agreement must be approved by a special resolution of DouYu passed by an affirmative vote of shareholders representing two-thirds or more of the DouYu shares present and voting in person or by proxy as a single class at the EGM authorizing, approving and adopting the Merger Agreement and the Plan of Merger.

As of October 31, 2020, there were 32,152,393 DouYu shares issued and outstanding and entitled to vote. As of the same date, the Tencent Entities beneficially owned 12,068,104 DouYu shares, representing 37.5% of the issued and outstanding DouYu shares, and has advised the DouYu Board that it intends to vote all of its DouYu shares in favor of the authorization, approval and adoption of the Merger Agreement and the Plan of Merger.

Huya, Nectarine and, solely for the limited purposes set forth therein, DouYu entered into voting agreements dated as of October 12, 2020, with each of Mr. Shaojie Chen (“Mr. Chen”) and Mr. Wenming Zhang (“Mr. Zhang”), the chief executive officer and co-chief executive officer of DouYu, respectively, pursuant to which each of Mr. Chen and Mr. Zhang have agreed to vote, respectively, 4,800,629 and 651,239 DouYu shares beneficially owned by them, representing in total 17.0% of the issued and outstanding DouYu shares, in favor of the authorization, approval and adoption of the Merger Agreement and the Plan of Merger, and the transactions contemplated thereby, including the Merger.

DouYu Shareholders and ADS Holders Entitled to Vote; Voting Material

As of                , 2020, there were                DouYu shares issued and outstanding and entitled to be voted at the EGM. Only DouYu shareholders entered in the register of members of DouYu at the close of business on                , 2020 (New York City time), the DouYu share record date, will receive copies of the proxy card directly from DouYu. DouYu shareholders registered in the register of members of DouYu as of the close of business on the DouYu share record date or their proxy holders are entitled to vote, with each DouYu share carrying one vote, and may participate in the EGM or any adjournment thereof, unless they sell their DouYu shares before                , 2020. DouYu shareholders wanting to vote by proxy should simply indicate on their proxy card how they want to vote, sign and date the proxy card, and mail the proxy card in the return envelope as soon as possible but in any event at least 48 hours before the time of the EGM.

Holders of DouYu ADSs as of the close of business on                , 2020 (New York City time) who do not cancel their DouYu ADSs as described, and by the time and date set forth, in the paragraph below and herein cannot attend or vote at the EGM directly, because the DouYu shares underlying the DouYu ADSs are registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs, not in the name of the holders of the DouYu ADSs. Holders of DouYu ADSs as of the close of business on                 , 2020 (New York City time) may instruct JPMorgan Chase Bank, N.A. (the “DouYu depositary”), as depositary under the deposit agreement, dated as of July 16, 2019 (the “DouYu Deposit Agreement”), by and among DouYu, the DouYu depositary, and all holders and beneficial owners from time to time of DouYu American Depositary Receipts (“DouYu ADRs”) issued thereunder, how to vote the shares underlying the ADSs by completing and signing an ADS voting instruction card provided by the DouYu depositary and returning it in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the DouYu depositary no

later than 10:00 a.m. New York City time on                , 2020. The DouYu depositary shall endeavor, insofar as practicable, to vote or cause to be voted the DouYu shares represented by DouYu ADSs in accordance with your voting instructions.

Holders of DouYu ADSs may vote at the EGM if they cancel their ADSs and become the registered holder of the DouYu shares underlying their DouYu ADSs by the close of business on                , 2020 (New York City time). DouYu ADS holders wanting to cancel their ADSs need to make arrangements to deliver their ADSs to the DouYu depositary for cancellation prior to the close of business in New York City on                 , 2020 and complete certain other procedures required by the DouYu depositary.

Persons holding DouYu ADSs in a brokerage, bank or nominee account should consult with their broker, bank or nominee to obtain directions on how to provide such broker, bank or nominee with instructions on how to vote their DouYu ADSs.

Each holder of DouYu ADSs is solely responsible for the forwarding of voting notices and the ADS voting instruction card to the beneficial owner of the DouYu ADSs registered in such DouYu ADS holder’s name. There is no guarantee that holders and beneficial owners of DouYu ADSs generally or any holder or beneficial owner of DouYu ADSs in particular will receive the notices and ADS voting instruction card described above with sufficient time to enable such holder or beneficial owner of DouYu ADSs to return any voting instructions to the DouYu Depositary in a timely manner. Under the DouYu Deposit Agreement, the DouYu Depositary and its agents are not responsible for any failure to carry out any instructions to vote any of the DouYu shares underlying the DouYu ADSs, for the manner in which any voting instructions are given, including instructions to give a discretionary proxy to a person designated by DouYu, for the manner in which any vote is case, including, without limitation, any vote cast by a person to whom the DouYu Depositary is instructed to grant a discretionary proxy, or for the effect of any such vote.

The Merger Agreement and Plan of the Merger

On October 12, 2020, Huya, Merger Sub, DouYu and Nectarine entered into the Merger Agreement, which provides for the merger of Merger Sub with and into DouYu, with DouYu continuing as the surviving company and as a wholly owned subsidiary of Huya. Upon completion of the Merger, DouYu will cease to be a publicly traded company, and you will cease to have any rights in DouYu as a shareholder or an ADS holder.

Copies of the Merger Agreement and the Plan of Merger are attached as Annex A to this proxy statement/prospectus. Both Huya and DouYu encourage you to read the entire Merger Agreement and Plan of Merger carefully because they are the principal legal documents governing the Merger.

Merger Consideration

The Merger Consideration that DouYu shareholders and DouYu ADS holders will receive in the Merger is described in more detail in “The Merger Agreement and Plan of Merger—Merger Consideration” on page 128. In summary, if the Merger is completed:

(1) Other than as provided in paragraph (2) immediately below, each DouYu share issued and outstanding immediately prior to the Effective Time (other than DouYu shares represented by DouYu ADSs, the Excluded DouYu Shares and any Purported Dissenters Shares), shall be canceled in exchange for the right of the holder of the relevant DouYu share to receive 7.30 Huya Class A shares; and

(2) each DouYu ADS issued and outstanding immediately prior to the Effective Time will be canceled in exchange for the right to receive 0.730 Huya ADSs.

Huya anticipates that, following the Merger, the DouYu ADS holders and DouYu shareholders prior to the Merger will own approximately 50% of Huya’s share capital on a fully diluted basis.

The value of the Merger Consideration will fluctuate based on the trading price for Huya ADSs. Regardless of the trading price of Huya’s ADSs on the NYSE on the date of the Effective Time, DouYu shareholders will

receive 7.30 Huya Class A shares for each DouYu share they own and DouYu ADS holders will receive 0.730 Huya ADS for each DouYu ADS they own. The market value of the Huya Class A shares and Huya ADSs that DouYu shareholders and DouYu ADS holders, respectively, will receive in the Merger will increase or decrease as the trading price of Huya ADSs increases or decreases, and may be different at the time the Merger is completed than it was at the time the Merger Agreement was signed or will be at the time of the EGM to approve the Merger. The market price of Huya ADSs could be lower at any time prior to the completion of the Merger or at any time thereafter than it was at the date of the Merger Agreement. As of November 9, 2020, the closing price of Huya ADSs on the NYSE was US$21.02 per Huya ADS. DouYu shareholders are urged to obtain current trading prices for Huya ADSs on the website of the New York Stock Exchange at http://www.nyse.com/. Information on this website is not incorporated by reference into this proxy statement/prospectus.

Treatment of DouYu RSU Awards

Each award of restricted share units (“DouYu RSU Award”) granted pursuant to the Amended and Restated Restricted Share Unit Scheme of DouYu (the “DouYu Restricted Share Unit Scheme”) that is outstanding and unvested and held directly by the applicable grantee immediately prior to the Effective Time shall be assumed by Huya and converted into a restricted share unit award (an “Assumed RSU Award”) with respect to a number of Huya Class A shares equal to the product obtained by multiplying (i) the applicable number of DouYu shares subject to such DouYu RSU Award immediately prior to the Effective Time by (ii) 7.30, rounded to the nearest whole share. Each Assumed RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding DouYu RSU Award immediately prior to the Effective Time (taking into account any changes thereto by reason of the Merger Agreement or the Merger), except for changes made as appropriate to effectuate the administration of the Assumed RSU Awards and certain other changes agreed by DouYu.

Each DouYu RSU Award that is outstanding and vested and held directly by the applicable grantee immediately prior to the Effective Time shall be canceled in exchange for the right to receive a number of Huya Class A shares equal to the product obtained by multiplying (i) the applicable number of DouYu shares subject to such DouYu RSU Award immediately prior to the Effective Time by (ii) 7.30, rounded to the nearest whole share.

Plans for DouYu after the Merger

After the Effective Time, Huya anticipates that DouYu’s operations will be conducted substantially as they are currently being conducted, except that DouYu will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Huya.

DouYu Reasons for the Merger and Recommendation of the DouYu Board and DouYu Special Committee

The DouYu Board, acting with the advice and assistance of DouYu’s management and financial and legal advisors, evaluated the proposed Merger, including the terms and conditions of the Merger Agreement. On October 12, 2020, the DouYu Board (1) determined that the proposed Merger, on the terms and subject to the considerations set forth in the Merger Agreement, is in the best interests of DouYu and its shareholders, and declared it advisable to enter into the Merger Agreement; (2) approved the execution, delivery and performance by DouYu of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (3) recommended the approval and adoption of the Merger Agreement by the shareholders of DouYu; and (4) directed that the Merger Agreement be submitted to the shareholders of DouYu for their approval. Accordingly, the DouYu Board recommends that DouYu shareholders vote “FOR” the resolution to authorize, approve and adopt the Merger Agreement, the Plan of Merger and the Merger. For a summary of the material factors considered by the DouYu Board in reaching its decision to authorize and adopt the Merger Agreement, the Plan of Merger and The Merger, please see “Special Factors—DouYu Reasons for the Merger and Recommendation of the DouYu Board and DouYu Special Committee” beginning on page 79.

Opinion of Morgan Stanley Asia Limited as Independent Financial Advisor to DouYu Special Committee

The DouYu Special Committee retained Morgan Stanley Asia Limited (“Morgan Stanley”) to provide it with financial advisory services and a financial opinion in connection with the Merger. The DouYu Special Committee selected Morgan Stanley to act as its independent financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of the business and the relevant industry. At the meeting of the DouYu Special Committee on October 12, 2020, Morgan Stanley rendered its oral opinion to the DouYu Special Committee, which was subsequently confirmed in writing by delivery of Morgan Stanley’s written opinion dated October 12, 2020, to the DouYu Special Committee, that as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley as set forth in the written opinion, the Share Exchange Ratio and the ADS Exchange Ratio pursuant to the Merger Agreement (which, for the avoidance of doubt, contemplates consummation of the Reassignment substantially concurrently with the consummation of the Merger) are fair from a financial point of view to the holders of DouYu ordinary shares (other than Excluded Shares and Purported Dissenters Shares as defined in the Merger Agreement) and the holders of DouYu ADSs (other than DouYu ADSs representing Excluded Shares), respectively.

Morgan Stanley’s opinion was directed to the DouYu Special Committee (in its capacity as such) and addressed only the fairness from a financial point of view of the Share Exchange Ratio and the ADS Exchange Ratio pursuant to the Merger Agreement to the holders of DouYu ordinary shares (other than Excluded Shares and Purported Dissenters Shares) and the holders of DouYu ADSs (other than DouYu ADSs representing Excluded Shares), respectively, and did not address any other aspect or implication of the Merger or any other agreement, arrangement or understanding. The summary of Morgan Stanley’s opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of its written opinion, which is attached as Annex F to this proxy statement/prospectus. You are encouraged to read Morgan Stanley’s opinion carefully. The written opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Morgan Stanley in rendering its opinion. However, neither Morgan Stanley’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any holders of DouYu ordinary shares or holders of DouYu ADSs as to how to vote in connection with the shareholders’ meeting to be held in connection with the Merger or otherwise act with respect to the Merger, the Reassignment or any matter related thereto.

See “Special Factors—Opinion of Morgan Stanley Asia Limited as Independent Financial Advisor to DouYu Special Committee” beginning on page 92 for additional information.

Huya Reasons for the Merger and Recommendation of the Huya Special Committee

The Huya Board, acting upon the unanimous recommendation of the Huya Special Committee, which Huya Special Committee acted with the advice and assistance of Huya’s management and the Huya Special Committee’s legal and financial advisors, evaluated the proposed Merger, including the terms and conditions of the Merger Agreement.

The Huya Special Committee reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger and the transactions contemplated by the Merger Agreement, including the Merger. On October 12, 2020, the Huya Special Committee, after due consideration, unanimously (a) determined that the Merger, on the terms and subject to the conditions set forth in the Merger Agreement, is in the best interests of Huya, (b) approved and declared it advisable for Huya to enter into the Merger Agreement, the Plan of Merger, other transaction documents, and consummate the transactions contemplated thereby, including the Merger, and

(c) recommended that the Huya Board approve and authorize the Merger Agreement, the Plan of Merger, other transaction documents, and the transactions contemplated thereby, including the Merger.

On October 12, 2020, the Huya Board (other than Mr. Lingdong Huang, Mr. Zhi Cheng, Mr. Hai Tao Pu, Mr. Guang Xu and Mr. Lei Zheng, who abstained from voting due to affiliation with Tencent Holdings, and Mr. Rongjie Dong who abstained from voting due to his participation in a separate share transfer agreement with an affiliate of Tencent Holdings), acting upon the unanimous recommendation of the Huya Special Committee, at a duly held meeting, has (a) determined that the execution by Huya of the Merger Agreement and the Plan of Merger and consummation of the transactions contemplated thereby, including the Merger, are fair to and in the best interests of Huya and (b) approved and declared advisable the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the Merger.

For a summary of the material factors considered by the Huya Special Committee in reaching its decision, please see “Special Factors—Huya Reasons for the Merger and Recommendation of the Huya Special Committee” beginning on page 77.

Opinion of Citigroup Global Markets Inc. as Independent Financial Advisor to Huya Special Committee

The Huya Special Committee retained Citigroup Global Markets Inc. (“Citigroup”) as its independent financial advisor in connection with the transactions contemplated by the Merger Agreement and the Reassignment Agreement. In connection with this engagement, the Huya Special Committee requested Citigroup to evaluate the fairness, from a financial point of view, of the Share Exchange Ratio to Huya. On October 12, 2020, Citigroup rendered its oral opinion, which was subsequently confirmed in writing by delivery of Citigroup’s written opinion dated October 12, 2020, to the Huya Special Committee, that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citigroup as set forth in its written opinion, the Share Exchange Ratio was fair, from a financial point of view, to Huya.

The full text of the written opinion of Citigroup, dated October 12, 2020, which describes the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken in connection with the opinion, is attached as Annex E to this proxy statement/prospectus and is incorporated herein by reference. The descriptions of the opinion of Citigroup set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of such opinion. You are urged to read the opinion in its entirety. Citigroup’s opinion was provided for the information of the Huya Special Committee (in its capacity as such) in connection with its evaluation of the Share Exchange Ratio from a financial point of view and did not address any terms or any other aspects or implications of the Merger Agreement, the Reassignment Agreement or the transactions contemplated by the Merger Agreement and the Reassignment Agreement. Citigroup’s opinion does not address the underlying business decision of Huya to effect the transactions contemplated by the Merger Agreement and the Reassignment Agreement, the relative merits of such transactions as compared to any alternative business strategies that might exist for Huya or the effect of any other transaction in which Huya may engage, the likelihood that such transactions are consummated, or any legal, regulatory, tax or accounting matters. Citigroup’s opinion is not intended to be and does not constitute a recommendation to any shareholder of Huya or DouYu as to how such shareholder should vote or act on any matters relating to the transactions contemplated by the Merger Agreement and the Reassignment Agreement or otherwise.

See “Special Factors—Opinion of Citigroup Global Markets Inc. as Independent Financial Advisor to the Huya Special Committee” beginning on page 100 for additional information.

Tencent Entities Reasons for the Merger

Under SEC rules governing going-private transactions, the Tencent Entities are required to express their reasons for the Merger to the Unaffiliated Security Holders.

Each of the Tencent Entities is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. For the Tencent Entities, the purpose of the Merger is to enable Huya to acquire 100% of DouYu, in a transaction in which the ordinary shares and the ADSs of DouYu (other than the Excluded Shares and any Purported Dissenters Shares) will be canceled in exchange for the right to receive 7.30 validly issued, fully paid, non-assessable Huya Class A Shares, so that Huya will bear the rewards and risks of the sole ownership of DouYu after the ordinary shares and ADSs of DouYu are canceled, including any increases in value of DouYu as a result of improvements to DouYu’s operations or acquisitions of other businesses. In addition, the Merger will allow the Tencent Entities and their affiliates to increase their ownership percentage in DouYu through their ownership in Huya, as further described in this proxy statement/prospectus under the section titled “Special Factors—Interests of the Tencent Entities in the Merger.”

The Tencent Entities believe the combination between Huya and DouYu will create operational and financial synergies, including through leveraging live streaming content over a larger user base, and help Huya and DouYu respond to competitive pressure from other online video services including short video platforms. In the course of considering the going-private transaction, the Tencent Entities did not consider alternative transaction structures because the Tencent Entities believed the Merger was the most direct and effective way to enable Huya to acquire ownership and control of DouYu.

Position of Huya, Merger Sub and the Tencent Entities as to the Fairness of the Merger

Each party involved in the Merger believes that the Merger is fair to the Unaffiliated Security Holders of DouYu. Their belief is based upon the factors discussed under the section entitled “Special Factors—Position of Huya, Merger Sub and the Tencent Entities as to the Fairness of the Merger” beginning on page 84.

Conditions to the Completion of the Merger

The obligations of DouYu, Huya and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction of the following conditions:

The obligations of each of Huya and Merger Sub to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction, or waiver by Huya and Nectarine, of the following conditions; provided that the last bullet point of the following conditions may be waived by Nectarine only:

The obligations of DouYu to consummate the transactions contemplated by the Merger Agreement are subject to the satisfaction, or waiver by DouYu and Nectarine:

Neither Huya, DouYu nor Nectarine can assure you that all of the conditions to completing the Merger will be satisfied or waived.

Termination of the Merger Agreement

The Merger Agreement may be terminated by both of Huya and DouYu or any of Huya, DouYu and Nectarine, as described in more detail in “The Merger Agreement and Plan of Merger—Termination of the Merger Agreement.”

Termination Fees

Huya is required to pay DouYu a termination fee of US$177,000,000 if the Merger Agreement is terminated by DouYu or Nectarine because:

DouYu is required to pay Huya a termination fee of US$177,000,000 if the Merger Agreement is terminated by Huya or Nectarine because:

In addition, in the event that (1) the Merger Agreement is terminated by DouYu, Huya or Nectarine due to the failure to obtain the Required DouYu Vote other than as a result of Nectarine’s breach of its obligations under the section titled “The Merger Agreement and Plan of Merger—Voting of DouYu Shares by Nectarine” (2) the DouYu Board has effected a change of recommendation and (3) the Merger Agreement is not at such time able to be terminated by Huya or Nectarine, DouYu shall pay Huya a termination fee of US$44,000,000.

Fees and Expenses

Whether or not the Merger is completed, all costs and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses except as otherwise provided in the Merger Agreement.

Listing of Huya ADSs

Huya ADSs currently trade on the NYSE under the symbol “HUYA.” It is a condition to completion of the Merger that the Huya ADSs to be delivered to DouYu ADS holders in connection with the Merger be approved for listing on the NYSE, subject to official notice of issuance. Huya will use its reasonable best efforts to cause any Huya ADSs to be issued in connection with the Merger to be approved for listing on the NYSE.

Delisting of DouYu ADSs

DouYu ADSs currently trade on NASDAQ under the symbol “DOYU.” If the Merger is completed, all of the DouYu ADSs will be de-listed from NASDAQ, and the DouYu ADSs and the underlying DouYu shares will be deregistered under the Exchange Act.

Acquisition Proposals Relating to DouYu

DouYu will not, nor will it permit any of its subsidiaries or consolidated affiliated entities (collectively, the “DouYu Subsidiaries”) to, nor will it authorize or permit any officer, director or employee or any investment banker, attorney, accountant or other advisor or representative of DouYu or any of the DouYu Subsidiaries to, directly or indirectly, (i) solicit, initiate or encourage any inquiry or the making of any proposal or offer or any other effort or attempt that constitutes, or may reasonably be expected to lead to, any acquisition proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to DouYu or any of the DouYu Subsidiaries, or take any other action to facilitate, any acquisition proposal, or (iii) enter into any letter of intent, agreement or agreement in principle with respect to an acquisition proposal.

Prior to obtaining the required DouYu shareholder approval of the Merger Agreement (the “Required DouYu Vote”), the DouYu Board may effect a change of recommendation if the DouYu Board has determined in good faith, after consultation with its financial advisor and outside legal advisor, that failure to take such action would constitute a breach of the directors’ fiduciary duties under applicable law; provided, however, that prior to taking such action or announcing the intention to do so, (1) DouYu has complied in all material respect with the section titled “The Merger Agreement and Plan of Merger—Acquisition Proposals Relating to DouYu; DouYu Board Recommendation”, (2) the DouYu Board has given DouYu at least ten business days’ prior written notice of its intention to take such action and a description of the reasons for taking such action, (3) DouYu has negotiated, and has caused its representatives to negotiate, in good faith with Huya during such notice period to enable Huya to revise the terms of the Merger Agreement in such a manner that would obviate the need for taking such action, and (4) following the end of such notice period, the DouYu Board acting upon recommendation of the DouYu Special Committee) shall have considered in good faith any revisions to the Merger Agreement proposed in writing by Huya in a manner that would form a binding contract if accepted by DouYu, and shall have determined in good faith, after consultation with its financial advisor and outside legal counsel, that failure to effect a change of recommendation would constitute a breach of the directors’ fiduciary duties under applicable law.

Dissenters’ Rights

Huya and DouYu have considered whether the DouYu shareholders will be entitled to exercise statutory dissenters’ rights in respect of the Merger under the Cayman Companies Law. Huya and DouYu have been advised that the exemption in Section 239 of the Cayman Companies Law will apply, so that dissenters’ rights will not be available under the Cayman Companies Law, and DouYu shareholders will not be entitled to seek payment of the fair value of their DouYu shares by means of appraisal by the Cayman Islands court. For more information on appraisal rights, please see the question “Am I entitled to dissenters’ rights?” below and its answer.

Interests of DouYu’s Directors and Executive Officers in the Merger

In considering the recommendation of the DouYu Board that DouYu shareholders vote for the authorization and approval of the Merger, Merger Agreement and Plan of Merger, DouYu shareholders should be aware that certain members of the DouYu Board have agreements and arrangements that provide them with interests in the merger that may differ from, or be in addition to, the interests of other DouYu shareholders generally. The DouYu Board was aware of these agreements and arrangements during its deliberations of the merits of the merger and in determining to recommend that DouYu shareholders vote for the authorization and approval of the Merger, Merger Agreement and Plan of Merger.

For more detail on the interests of DouYu’s directors and executive officers in the Merger, please see “Special Factors—Interests of DouYu’s Directors and Executive Officers in the Merger” beginning on page 110.

Interests of the Tencent Entities in the Merger

As of the date of this proxy statement/prospectus, the Tencent Entities beneficially own approximately 37.5% of the total issued and outstanding share capital of DouYu, representing approximately 37.5% of DouYu’s total voting power, and their affiliate Linen Investment owns approximately 47.6% of the total issued and outstanding share capital of Huya, representing approximately 69.7% of Huya’s total voting power. As a result of the Merger, after taking into consideration the additional Huya Shares to be acquired by Linen Investment immediately prior to the closing of the Merger pursuant to that certain Share Transfer Agreement entered into as of October 12, 2020 between Linen Investment and certain affiliates of Mr. Rongjie Dong and the additional DouYu shares to be acquired by the Tencent Entities immediately prior to the closing of the Merger pursuant to that certain Share Transfer Agreement entered into as of August 13, 2020 between Nectarine and Mr. Chen, the Tencent Entities and Linen Investment will collectively own approximately 67.5% of the total voting power in the surviving company on a fully diluted basis immediately following the completion of the Merger. Pursuant to the terms of the voting undertaking provided by Nectarine in the Merger Agreement, Nectarine has agreed to, among other things, vote, or cause to be voted, or provide written consent with respect to, all DouYu ordinary shares owned beneficially or of record by it or any of its subsidiaries in favor of the approval of the Merger Agreement, the terms and conditions thereof and the transactions contemplated thereby, including the Merger, the approval of the execution and delivery by DouYu of the Merger Agreement, and the approval of any actions required in furtherance of the Merger Agreement and the transactions contemplated thereby, including the Merger.

Because of the Tencent Entities’ equity interest in the surviving company through their equity interest in Huya, the Tencent Entities will indirectly enjoy the benefits from any future earnings and growth of DouYu after the Merger which, if DouYu is successfully managed, could exceed the value of their original investment in DouYu. The Tencent Entities will also indirectly bear the corresponding risks of any possible decreases in the future earnings, growth or value of DouYu. The investment by the Tencent Entities in the surviving company through Huya will be less liquid than the investment by the Tencent Entities in DouYu, because there is no public trading market for the surviving company’s shares and the Tencent Entities may not be able to sell their interest in the surviving company without also disposing their interest in Huya.

The Merger may also provide additional means to enhance shareholder value for the Tencent Entities, including improved profitability due to decrease in the expenses associated with the reporting and compliance obligations of a publicly traded company, and additional means for making liquidity available to the Tencent Entities through Huya, such as through dividends or other distributions.

Board of Directors and Senior Management of the Combined Company

Huya shall take all actions necessary in accordance with the applicable laws and the memorandum and articles of association of Huya to cause (i) Mr. Chen to be appointed a director on the Huya Board, and (ii) Mr. Chen and Mr. Rongjie Dong to be appointed Co-Chief Executive Officers of Huya, in each case effective as of the Effective Time. The members of the Huya Board immediately prior to the Effective Time shall remain as directors of Huya immediate after the Effective Time.

Regulatory Matters

The Merger Agreement provides that before the Merger may be completed, any PRC regulatory filings to be made or obtained in connection with the Merger and all other transactions contemplated thereby prior to the Closing shall have been duly made or obtained, or the statutory clearance or non-objection period in respect of any such regulatory filing or notification has expired and no objection has been raised with respect to the Merger, in each case in connection with applicable PRC laws.

Litigation Relating to the Merger

Huya, DouYu and the Tencent Entities are not aware of any legal proceedings challenging the Merger Agreement, the Plan of Merger, the Merger, or the related transactions.

Accounting Treatment

The Merger will be accounted for as follows under accounting principles generally accepted in the United States (“U.S. GAAP”):

(i) The acquisition of DouYu by Huya is accounted for as a business combination using the acquisition method.

(ii) With respect to the Reassignment of the Penguin Business from Tencent Holdings via Nectarine to DouYu, given that Huya is a consolidated subsidiary of Tencent Holdings and Tencent Holdings through its affiliate will remain as the parent company of Huya after the closing of the Merger, the assets and liabilities of Penguin assigned to Huya through the Reassignment to DouYu will be accounted for at historical cost in accordance with the guidance in Transactions Between Entities Under Common Control Subsections of ASC 805-50.

For more detail on the accounting treatment of the Merger, please see “Unaudited Pro Forma Condensed Combined Financial Information—Notes to Unaudited Pro Forma Condensed Combined Financial Statements” beginning on page 61.

Tax Consequences of the Merger

DouYu shares or DouYu ADSs should otherwise be subject to PRC income tax, then a gain recognized on the receipt of the Merger Consideration for DouYu shares or DouYu ADSs pursuant to the Merger by DouYu shareholders or DouYu ADS holders, respectively, who are non-resident enterprises under the EIT Law could be treated as PRC-source income that would be subject to PRC withholding tax at a rate of 10%, unless otherwise reduced pursuant to an applicable tax treaty. None of Huya, Merger Sub or DouYu currently intends to deduct or withhold any amount from the Merger Consideration under applicable PRC law. In the event that circumstances change and a deduction or withholding is required, each of the surviving company, DouYu, Huya and the exchange agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Merger Agreement such amounts as it reasonably determines is required to deduct and withhold with respect to the making of such payment under any applicable tax laws of the PRC. To the extent that amounts are so withheld and paid over to the appropriate governmental entity by the surviving company, DouYu, Huya or the exchange agent, as the case may be, such withheld amounts shall be treated for all purposes of the Merger Agreement as having been paid to the holder of DouYu shares or DouYu ADSs in respect to which such deduction and withholding was made by the surviving company or Huya, as the case may be. In the event that deduction or withholding in respect of PRC tax is necessary, Huya and DouYu will revise this proxy statement/prospectus to describe the proposed deduction or withholding, and Huya will file with the SEC an amendment to its registration statement on Form F-4, which will include the revised proxy statement/prospectus. You should consult your own tax advisor for a full understanding of the tax consequences of the Merger to you, including any PRC tax consequences. Please see “Special Factors—Tax Consequences of the Merger—PRC Income Tax Consequences” beginning on page 117 for additional information.

Cayman Islands Tax Consequences

The Cayman Islands currently has no form of income, corporate or capital gains tax and no estate duty, inheritance tax or gift tax. No taxes, fees or charges will be payable (either by direct assessment or withholding) to the Cayman Islands government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger or the receipt of the Merger Consideration by DouYu shareholders or DouYu ADS holders under the terms of the Merger Agreement. This is subject to the qualifications that (1) Cayman Islands stamp duty may be payable if any original transaction documents, including the Merger Agreement, are brought to or executed in the Cayman Islands; and (2) registration fees will be payable to the Cayman Islands Registrar of Companies to register the Plan of Merger and other filings required in connection with the Merger.

Comparison of Rights of Huya and DouYu Shareholders

In the Merger, DouYu shareholders will receive Huya Class A shares. The rights of Huya shareholders are governed by Cayman Islands law and the memorandum and articles of association of Huya, and the rights of DouYu shareholders are governed by Cayman Islands law and the memorandum and articles of association of DouYu. Upon completion of the Merger, the rights of DouYu shareholders who become shareholders of Huya in the Merger will be governed by Cayman Islands law and the memorandum and articles of association of Huya. There are certain differences between the rights of DouYu shareholders and the rights of Huya shareholders due to differences between the two companies’ memorandum and articles of association. For a discussion of these differences, please see “Comparison of Rights of Huya and DouYu Shareholders” beginning on page 174.

Comparison of Rights of Huya and DouYu ADS Holders

In the Merger, DouYu ADS holders will receive Huya ADSs. The rights of DouYu ADS holders are governed by the DouYu Deposit Agreement, and the rights of Huya ADS holders are governed by the Huya Deposit Agreement. Upon completion of the Merger, the rights of DouYu ADS holders who become Huya ADS holders in the Merger will be governed by the Huya Deposit Agreement. There are certain differences between the rights of DouYu ADS holders and those of Huya ADS holders under the respective deposit agreement. For a

comparison of the material differences, please see “Comparison of Rights of Huya and DouYu ADS Holders” beginning on page 183.

relates. There can be no assurance as to the trading prices of the Huya ADSs at the time of the closing of the proposed Merger. The market prices of the Huya ADSs and DouYu ADSs are likely to fluctuate prior to consummation of the Merger and cannot be predicted. You are urged to obtain current trading prices for Huya ADSs and DouYu ADSs before you vote.