0001193125-24-024468.txt : 20240205 0001193125-24-024468.hdr.sgml : 20240205 20240205214949 ACCESSION NUMBER: 0001193125-24-024468 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240205 DATE AS OF CHANGE: 20240205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: So-Young International Inc. CENTRAL INDEX KEY: 0001758530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91179 FILM NUMBER: 24597925 BUSINESS ADDRESS: STREET 1: 3/F, WANGJING SOHO-TOWER 3A STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100102 BUSINESS PHONE: 00861057076564 MAIL ADDRESS: STREET 1: 3/F, WANGJING SOHO-TOWER 3A STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TB Alternative Assets Ltd. CENTRAL INDEX KEY: 0001483503 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 852-3727-0300 MAIL ADDRESS: STREET 1: 2001, AGRICULTURAL BANK OF CHINA TOWER STREET 2: 50 CONNAUGHT ROAD CENTRAL, CENTRAL CITY: HONG KONG STATE: K3 ZIP: NA SC 13G 1 d740335dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

 

So-Young International Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0005 par value per share

(Title of Class of Securities)

83356Q108**

(CUSIP Number)

04/08/2019

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d–1(b)

 

Rule 13d–1(c)

 

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.

**

There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Market under the symbol “SY.” 13 American Depository Shares represents 10 Class A Ordinary Shares.

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).

 

 

 


   SCHEDULE 13G    Page 2 of 5

 

CUSIP No. 83356Q108

 

 (1)   

  Names of reporting persons

 

 TB Alternative Assets Ltd

 (2)  

 Check the appropriate box if a member of a group (see instructions)

 (a) ☐  (b) ☐

 

 (3)  

 SEC use only

 

 (4)  

 Citizenship or place of organization

 

 Cayman Islands

Number of

shares  beneficially 

owned by

each

reporting

person

with:

   (5)    

 Sole voting power

 

 8,237,774*

   (6)   

 Shared voting power

 

 0

   (7)   

 Sole dispositive power

 

 8,237,774*

   (8)   

 Shared dispositive power

 

 0

 (9)   

  Aggregate amount beneficially owned by each reporting person:

 

 8,237,774

(10)  

 Check if the aggregate amount in Row (9) excludes certain shares (see instructions)

 

(11)  

 Percent of class represented by amount in Row (9)

 

 10.88%**

(12)  

 Type of reporting person (see instructions)

 

 IA, Investment Adviser

 

*

Number of shares beneficially owned as of 31 Dec 2023. Includes 3,067,873 American Depositary Shares (“ADSs”). 13 American Depository Shares represents 10 Class A Ordinary Shares

**

Calculation is based on 75,742,584 outstanding ordinary shares for all classes as of 31 Dec 2023.


   SCHEDULE 13G    Page 3 of 5

 

Item 1(a)

Name of issuer: So-Young International Inc.

 

Item 1(b)

Address of issuer’s principal executive offices Tower E, Ronsin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing, 100012, People’s Republic of China

2(a) Name of person filing: TB Alternative Assets Ltd

This statement is filed by TB Alternative Assets Ltd, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, with respect to the portion of the Class A Ordinary Shares (as defined by 2(d) below) held by Trustbridge Partners V LP, a Cayman registered private equity fund. TB Alternative Assets Ltd acts as the investment adviser of the investment manager of Trustbridge Partners V LP.

2(b) Address or principal business office or, if none, residence: c/o Maples Corporate Services Limited, Ugland House, Grand Cayman, Cayman Islands, KY1-1104

2(c) Citizenship: Cayman Islands

2(d) Title of class of securities: Class A Ordinary Shares, $0.0005 par value per share*

2(e) CUSIP No.: ** There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the Company, which are quoted on the Nasdaq Global Market under the symbol “SY.” 13 American Depository Shares represents 10 Class A Ordinary Shares.

 

Item 3.

If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a–8);
(e)       An investment adviser in accordance with §240.13d–1(b)(1)(ii)(E);
(f)       An employee benefit plan or endowment fund in accordance with §240.13d–1(b)(1)(ii)(F);
(g)       A parent holding company or control person in accordance with §240.13d–1(b)(1)(ii)(G);
(h)       A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a–3);
(j)       A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)       Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ________________________________

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 8,237,774

 

(b)

Percent of class: 10.88%


   SCHEDULE 13G    Page 4 of 5

 

(c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: 8,237,774

 

  (ii)

Shared power to vote or to direct the vote: 0

 

  (iii)

Sole power to dispose or to direct the disposition of: 8,237,774

 

  (iv)

Shared power to dispose or to direct the disposition of: 0

 

Item 5.

Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following[ ].

Dissolution of a group requires a response to this item.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person.

Not Applicable

 

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

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

 

Item 9.

Notice of Dissolution of Group.

Not Applicable

 

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under §240.14a-11.


   SCHEDULE 13G    Page 5 of 5

 

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: 5 Feb 2024     Signature:  

/s/ Shujun Li

    Name:   Shujun Li
    Title:   Director