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CUSIP No. 81141R100
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Schedule 13D/A
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Page
4
of 6
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This Amendment No. 6 to Schedule 13D (this Amendment No. 6) amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission (the SEC) on October 30, 2017 (as amended to date, the Schedule 13D) relating to the Class A ordinary shares, par value US$0.0005 per share (the
Class A Ordinary Shares), and American depositary shares, each representing one Class A Ordinary Share (ADSs), of Sea Limited, a limited liability company organized and existing under the laws of Cayman Islands (the
Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 4. Purpose
of Transaction.
Item 4 of the Schedule 13D is hereby amended by replacing the last paragraph with the following:
On February 14, 2022, at the AGM of the Issuer, the shareholders approved, by a special resolution, the Substitution of the Existing Articles by the New
Articles. The Class B Conversion and the Proxy Termination Agreement became effective immediately upon effectiveness of the Substitution. As a result, Tencent Limited and Tencent Growthfund hold only Class A Ordinary Shares and have sole
voting power and disposition power over the Class A Ordinary Shares they each hold respectively; and Tencent Holdings beneficially owns and has sole voting power and disposition power over all the Class A Ordinary Shares held by Tencent
Limited, Tencent Growthfund and Huang River.
Other than as set forth in the Schedule 13D, neither the Reporting Persons, nor to the knowledge of the
Reporting Persons, any Related Persons have any plans or proposal which relate to, or would result in, any of the matters described in subsections (a) through (j) of Item 4 of Schedule 13D, although, depending on the factors discussed herein,
the Reporting Persons, and any Related Persons, may change their purpose or formulate different plans or proposals with respect thereto at any time.
Item 5. Interest in Securities of the Issuer
Item 5
of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b)
Items 7 through 11 and 13 of each of the cover page of the Schedule 13D for the Reporting Persons are incorporated herein by reference.
Tencent Holdings is the parent company of Tencent Limited and may be deemed to beneficially own the securities held of record by Tencent Limited. Tencent
Holdings beneficial ownership of an aggregate of 104,264,743 Class A Ordinary Shares, or 20.4%, consists of 98,510,410 Class A Ordinary Shares held by Tencent limited, 1,816,833 Class A Ordinary Shares held by Huang River, a
wholly-owned subsidiary of Tencent Holdings, and 3,937,500 Class A Ordinary Shares held by Tencent Growthfund, a wholly-owned subsidiary of Tencent Holdings.
Unless otherwise indicated, the percentages are based on (i) 409,762,257 Class A Ordinary Shares of the Issuer as of December 31, 2021 calculated
based on the outstanding ordinary shares of the Issuer as disclosed in the Issuers latest public filings made with the SEC and (ii) after taking effect of the Class B Conversion.