UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2018

 

Commission File Number 001-36896

 

 

 

JMU LIMITED

(Translation of registrant’s name into English)

 

 

 

North Guoquan Road 1688 Long

No. 75, Building A8, 6F

Yangpu District, Shanghai

People’s Republic of China

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F  x Form 40-F  ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  JMU Limited
 

   
  By: /s/ Frank Zhigang Zhao
  Name: Frank Zhigang Zhao
  Title: Chief Financial Officer
   
Date: November 19, 2018  

 

 

 

 

Exhibit Index

 

Exhibit 99.1—Press Release

 

Exhibit 99.2—Notice of Annual General Meeting

 

Exhibit 99.3—Proxy Card for Annual General Meeting

 

Exhibit 99.4—Voting Card for ADS Holders

 

 

Exhibit 99.1

 

JMU Limited to Hold Annual General Meeting on December 20, 2018

 

SHANGHAI, November 19, 2018—JMU Limited (NASDAQ: JMU) (“JMU” or the “Company”), a leading B2B online e-commerce platform that provides integrated services to suppliers and customers in the foodservice industry in China, today announced that it will hold its annual general meeting of shareholders at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China, on December 20, 2018 at 10:00 a.m. (local time).

 

The Board of Directors of the Company has fixed the close of business on November 21, 2018 as the record date for determining the shareholders entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of record of the Company’s ordinary shares at the close of business on the record date will be entitled to attend, and to vote at, the annual general meeting and any adjournment or postponement thereof in person. Beneficial owners of the Company’s ADSs are welcome to attend the annual general meeting in person but must act through Citibank, N.A., the depositary of the Company’s ADS program, to exercise their voting rights for the underlying ordinary shares. In order to assist us in our preparation for the annual general meeting, please RSVP by email to zhangluna@ccjmu.com.

 

The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the meeting, is available on the Investor Relations section of the Company’s website at http://ir.ccjmu.com.

 

The Company has filed its annual report on Form 20-F for the year ended December 31, 2017 (the “20-F”), which includes the Company’s audited financial statements for the fiscal year ended December 31, 2017, with the U.S. Securities and Exchange Commission. The 20-F can be accessed on the investor relations section of the Company’s website at http://ir.ccjmu.com. Holders of the Company’s ordinary shares or ADSs may obtain a hard copy of the 20-F free of charge upon request in writing to Investor Relations Department, JMU Limited, North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China, or by email to zhangluna@ccjmu.com.

 

 

About JMU Limited

 

JMU Limited currently operates China's leading B2B online e-commerce platform that provides integrated services to suppliers and customers in the catering industry. With the help of Internet and cloud technologies, JMU has the vision to reshape the procurement and distribution pattern and build a fair business ecosystem in the catering industry in China. JMU is further promoting the use of its platform for small- and medium-sized restaurants and restaurant chains in China.

 

Through cooperation with national and local industry associations and reputable restaurant groups across China, JMU has formed a leading industrial alliance and has great resource leverage in China's catering industry. JMU works closely with suppliers and customers in the catering industry, providing one-stop procurement services, as well as other value-added services. For more information, please visit: http://ir.ccjmu.com.

 

 

 

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "aim", "anticipate", "believe", "estimate", "expect", "going forward", "intend", "ought to", "plan", "project", "potential", "seek", "may", "might", "can", "could", "will", "would", "shall", "should", "is likely to" and the negative form of these words and other similar expressions. Among other things, statements that are not historical facts, including statements about JMU's beliefs and expectations, the business outlook and quotations from management in this announcement, as well as JMU's strategic and operational plans, are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: The general economic and business conditions in China may deteriorate. The growth of Internet and mobile user population in China might not be as strong as expected. JMU's plan to enhance customer experience, upgrade infrastructure and increase service offerings might not be well received. JMU might not be able to implement all of its strategic plans as expected. Competition in China may intensify further. All information provided in this press release is as of the date of this press release and are based on assumptions that we believe to be reasonable as of this date, and JMU does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

 

For more information, please contact:

 

Luna Zhang

JMU Limited

zhangluna@ccjmu.com

Tel: +86 (021) 6015-1166, ext. 8904

 

Bill Zima

ICR Inc.

bill.zima@icrinc.com

Tel: +1(203)-682-8200

 

 

Exhibit 99.2

 

JMU Limited

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: JMU)

––––––

NOTICE OF ANNUAL GENERAL MEETING

To be held on December 20, 2018

 

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of JMU Limited (the “Company”) will be held at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China on December 20, 2018 at 10:00 a.m. (local time), for the purposes of considering and, if thought fit, passing the following resolutions as ordinary resolutions or, as the case may be, special resolution:

 

ORDINARY RESOLUTIONS

 

1. Reelection of Ms. Xiaoxia Zhu as a director of the Company;

 

2. Reelection of Mr. Tianruo (Robert) Pu as a director of the Company;

 

3. Reelection of Ms. Hua Zhou as a director of the Company; and

 

4. Reelection of Ms. Xiaoyu Li as a director of the Company.

 

5. Re-designation of each Class I Director and Class III Director of the Company into a Director.

 

Certain biographic information of Ms. Xiaoxia Zhu, Mr. Tianruo (Robert) Pu, Ms. Hua Zhou and Ms. Xiaoyu Li is set out in Exhibit A.

 

SPECIAL RESOLUTION

 

6. The Third Memorandum and Articles of Association of the Company be amended in the manner as set out in Exhibit B; and that the Fourth Memorandum and Articles of Association of the Company which consolidates all of the proposed amendments referred to in Exhibit B , a copy of which is produced to the Meeting and marked “A” and initialed by the chairman of this AGM for the purpose of identification, be approved and adopted as the Fourth Amended and Restated Memorandum and Articles of Association of the Company in substitution for and to the exclusion of the Third Amended and Restated Memorandum and Articles with effect from the closure of the AGM.

 

The meeting will also transact any other business properly brought before the meeting.

 

 

 

 

The board of directors of the Company has fixed the close of business on November 21, 2018 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the AGM or any adjournment or postponement thereof.

 

Holders of record of our ordinary shares at the close of business on the Record Date are entitled to attend, and to vote at, the AGM and any adjournment or postponement thereof in person. Beneficial owners of the Company’s ADSs are welcome to attend the AGM in person but must act through Citibank, N.A., the depositary of the Company’s ADS program to exercise their voting rights for the underlying ordinary shares. In order to assist us in our preparation for the annual general meeting, please RSVP by email to zhangluna@ccjmu.com.

 

Holders of the Company’s ordinary shares or ADSs may access the Company’s annual report on Form 20-F for the year ended December 31, 2017 (the “20-F”) on the investor relations section of our website at http://ir.ccjmu.com, and may obtain a hard copy of the 20-F free of charge upon request in writing to Investor Relations Department, JMU Limited, North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China, or by email to zhangluna@ccjmu.com.

 

 

 

 

 

  By Order of the Board of Directors,
  JMU Limited
      
  By:  /s/Xiaoxia Zhu
  Name:  Xiaoxia Zhu
  Title:  Chairperson of the Board of Directors and Chief Executive Officer

 

Shanghai, China

November 19, 2018

 

 

 

Exhibit A

 

Biographic Information of The

Retiring Directors Standing For Re-Election

 

Ms. Xiaoxia Zhu has served as the co-chairperson of our board of directors since June 2015. She was our co-chief executive officer from June 2015 to September 2015, and has served as our chief executive officer since then. Ms. Zhu has over 21 years of experiences on Chinese hotels and restaurant management and the internet startups. In 2013, Ms. Zhu, Ms. Huimin Wang and over 40 leading catering and hotel brands across China, jointly founded JMU. Ms. Zhu is also the vice chairwoman of China Hotel Association. From 1998 to current, Ms. Zhu founded and served as chief executive officer and chairwoman of Zhejiang Sunward Fishery Restaurant Group Co., Ltd. where she successfully expanded its business operations across multiple regions and brands to become what is now among China’s top 100 catering enterprises.

 

Mr. Tianruo (Robert) Pu has served as our independent director since April 2015. Mr. Pu has also served as the chief financial officer of Zhaopin Limited, an NYSE listed company, since January 2016 and a director of Renren Inc., an NYSE listed company since December 2016. Previously, Mr. Pu served as a director of UTStarcom Holdings Corporation, a Nasdaq listed company, from November 2011 to August 2014 and its Chief Financial Officer from October 2012 to August 2014. Mr. Pu served as the Chief Financial Officer of China Nuokang Biopharmaceutical Inc., a Nasdaq listed company, from September 2008 to June 2012. Prior to Nuokang Biopharmaceutical Inc., Mr. Pu was Chief Financial Officer of Global Data Solutions, a Chinese information technology services company, from June 2006 to August 2008. Prior to Global Data Solutions, Mr. Pu had gained various accounting and finance experiences in both China and the United States. Mr. Pu received an MBA degree from Northwestern University’s Kellogg School of Management, a Master of Science degree in accounting from the University of Illinois and a Bachelor of Arts degree in English from China Foreign Affairs College.

 

Ms. Hua Zhou has served as our director since May 2018. Ms. Zhou has over 10 years of experience in client and partner relationship management, M&A and marketing. She served as the Company’s Sales Manager from 2011 to 2015. Since 2017, Ms. Zhou works as the Vice President of Strategic Partnership at Beijing Galaxy Fintech Group, a fin-tech company providing finance-related solutions to micro, small and medium enterprises. From 2015 to 2017, she worked as the Chief Executive Officer at iBeacon, a data-based marketing platform providing market targeting services to retailers. From 2009 to 2011, Ms. Zhou worked as the Director of Sales at WeLink Group. Prior to that, Ms. Zhou worked as Director of Clients at Focus Wireless Media, starting from 2007. Ms. Zhou holds a college degree from the China University of Petroleum

 

Ms. Xiaoyu Li has served as our director since May 2018. Ms. Li has extensive experience in investor relations and investment. She worked at the Company’s investor relations department from 2012 to 2013. Since 2015, she works as the Investor Manager in Galaxy Internet, an online investment platform for entrepreneurs. Ms. Li holds a master’s degree in finance from University of Illinois at Urbana-Champaign, and a bachelor’s degree in economics from University of Minnesota.

 

 

 

Exhibit B

 

Proposed Amendments to the Third Amended and Restated Memorandum and Articles of Association

 

1.In view of the recent amendments to the Companies Law of the Cayman Islands, it is proposed that all references to the “Companies Law (2013 Revision)” in the third amended and restated memorandum of association be deleted in its entirety and replaced by the “Companies Law (2018 Revision)”.

 

2.Article 56 of the Third Amended and Restated Articles of Association (the “Articles”) be deleted in its entirety and replaced by the following:

 

“The Company may (but shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it.”

 

3.Article 86(1) of the Articles be deleted in its entirety and replaced by the following:

 

“Unless otherwise determined by the Members in general meeting, the number of Directors shall not be less than three (3). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall hold office until their successors are elected or appointed or their office is otherwise vacated.”

 

4.Article 86(3) of the Articles be deleted in its entirety and replaced by the following:

 

The Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board. Any Director so appointed by the Board to fill a casual vacancy shall hold office for the remaining term of the Director in whose place he is appointed and shall be eligible for re-election at the expiry of the said term.

 

5.Article 87 and Article 88 of the Articles be deleted in their entirety.

 

 

 

 

 

 

Exhibit 99.3

 

jmu Limited
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ Ticker: JMU)

 

––––––

 

Form of Proxy for Annual General Meeting

to be held on December 20, 2018

(or any adjourned or postponed meeting thereof)

 

 

Introduction

 

This Form of Proxy is furnished in connection with the solicitation by the board of directors of JMU Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares of the Company, par value US$0.00001 per share (the “Shares”), to be exercised at the annual general meeting of the Company (the “AGM”) to be held at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China on December 20, 2018 at 10:00 a.m. (local time), and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the accompanying Notice of Annual General Meeting.

 

Only the holders of record of the Shares at the close of business on November 21, 2018 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM. The quorum of the AGM is at least one shareholder entitled to vote and present in person or by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative representing not less than an aggregate of one-third in nominal value of the Company’s share capital in issue throughout the AGM. This Form of Proxy and the accompanying Notice of Annual General Meeting are first being mailed to the shareholders of the Company on or about November 28, 2018.

 

The Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated. If no instruction is given in a properly executed proxy returned to the Company, the proxy holder named therein will be entitled to vote or abstain at his/her discretion. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the proxy holders named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its office at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China, or (ii) by voting in person at the AGM.

 

To be valid, this Form of Proxy must be completed, signed and delivered to the Company’s office at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China as soon as possible and in any event no later than December 17, 2018.

 

 

 

 

JMU Limited

(Incorporated in the Cayman Islands with limited liability)

(NASDAQ Ticker: JMU)

 

––––––

 

Form of Proxy for Annual General Meeting

to be held on December 20, 2018

(or any adjourned or postponed meeting thereof)

 

 

I/We     of  
 

being the registered holder of ____________________________ ordinary shares, par value US$0.00001 per share, of JMU Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting 1 or _____________________________________________________ of

 

as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People’s Republic of China on December 20, 2018 at 10:00 a.m. (local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

 

 

No.

 

RESOLUTIONS

 

 

FOR 2

 

AGAINST 2

 

ABSTAIN 2

1. Reelection of Ms. Xiaoxia Zhu as a director of the Company      
2. Reelection of Mr. Tianruo (Robert) Pu as a director of the Company      
3. Reelection of Ms. Hua Zhou as a director of the Company      
4. Reelection of Ms. Xiaoyu Li as a director of the Company      
5. Re-designation of each Class I Director and Class III Director of the Company into a Director      
6. The Adoption of Amendments to the Third Amended and Restated Memorandum and Articles of Association (the "Third M&A") and the adoption of Fourth Amended and Restated Memorandum and Articles in substitution in their place of the Third M&A      

 

 

Dated _______________, 2018  Signature(s)3     

 

 

 

1If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A member may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

 

2IMPORTANT: If you wish to vote for the resolution, tick the box marked “FOR”. If you wish to vote against the resolution, tick the box marked “AGAINST”. If you wish to abstain from voting on the resolution, tick the box marked “ABSTAIN”.

 

3This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorized to sign the same.

 

 

 

Exhibit 99.4 

 

Annual General Meeting JMU Limited (the “Company”) ADS CUSIP No.: 46647L204. ADS Record Date: November 21, 2018. Meeting Specifics: Annual General Meeting (or at any adjourned or postponed meeting thereof) to be held on December 20, 2018 at 10:00 a.m. (local time) at the Company’s offices located at North Guoquan Road 1688 Long, No. 75, Building A8, 6F, Yangpu District, Shanghai, People's Republic of China (the “Meeting”). Meeting Agenda: Please refer to the Company’s Notice of Meeting enclosed herewith. Depositary: Citibank, N.A. Deposit Agreement: Deposit Agreement, dated as of April 13, 2015. Deposited Securities: Ordinary shares, par value U.S.$0.00001 per share, of the Company. Custodian: Citibank, N.A. - Hong Kong. The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified above American Depositary Shares, the “ADSs”), acknowledges receipt of a copy of the Depositary’s Notice of Meeting and hereby authorizes and directs the Depositary to cause to be voted at the (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. Please note that pursuant to Section 4.10, of the Deposit Agreement, under the Articles of Association of the Company (as in effect on the date hereof), a poll may be demanded by the chairman the Meeting or any other member present in person or or in the case of a member being a corporation by its duly authorized representative or by proxy for the time being entitled to vote Meeting. Please further note that, as set forth in Section 4.10 of the Deposit Agreement, in the event voting takes place by show of hands, the Depositary will instruct the Custodian to vote all Securities in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the event of voting by poll, Deposited Securities for timely voting instructions have been received will not be voted (but all Deposited Securities will be represented at the meeting for quorum purposes if any timely voting instructions have been from Holders). Please also note that, in accordance with and subject to the terms of Section 4.10 of the Deposit Agreement, if the Depositary timely receives voting instructions from a Holder which fail the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder (unless otherwise specified in the notice distributed to Holders) to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. The Depositary shall, if so requested in writing by the Company, represent all Securities for the sole purpose of establishing a quorum at a meeting of shareholders. Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Please indicate on the reverse side hereof how the Deposited Securities are to be voted. The Voting Instructions must be marked, signed and returned on time in order to be counted. By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained herein. The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on December 17, 2018 for action to be taken. 2018 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES

 

 

Resolution 3 Resolution 4 Resolution 5 Resolution 6 Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy) A Issues JMU Limited If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked below as to an issue, the undersigned shall be deemed to have directed the Depositary to give voting instructions “FOR” the unmarked issue (unless otherwise specified in the notice distributed to holders). If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an "ABSTAIN" voting instruction for such issue. Please be sure to sign and date this Voting Instructions Card. Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such. B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. Resolution 1 Resolution 2 For Against Abstain Ordinary Resolutions 1. Reelection of Ms. Xiaoxia Zhu as a director of the Company 2. Reelection of Mr. Tianruo (Robert) Pu as a director of the Company 3. Reelection of Ms. Hua Zhou as a director of the Company 4. Reelection of Ms. Xiaoyu Li as a director of the Company 5. Re-designation of each Class I Director and Class III Director of the Company into a Director Special Resolution 6. The Adoption of Amendments to the Third Amended and Restated Memorandum and Articles of Association (the "Third M&A") and the adoption of Fourth Amended and Restated Memorandum and Articles in substitution in their place of the Third M&A The Depositary has been advised by the Company that its Board of Directors recommends a “FOR” vote for all resolutions. The Company's Notice of Meeting and related materials are available through the Company's website, at http://ir.ccjmu.com/.