Huami Corporation
|
(Name of Issuer)
|
Class A Ordinary Shares, par value US$0.0001 per share
|
American Depositary Shares (ADS), each representing
|
Four Class A Ordinary Shares, par value $0.0001 per share
|
(Title of Class of Securities)
|
44331K103
|
(CUSIP Number)
|
Jenny Chen/Yuanyuan Zhou
|
Suite 507, ICBC Tower, 3 Garden Road, Central, Hong Kong
|
852-25973166/25973133
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
February 8, 2018
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No. 44331K103
|
13G
|
Page 2 of 11 Pages |
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 3W Fund Management Limited This entity does not have an IRS identification number as it is a foreign entity.
|
|
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
Hong Kong |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
00,000 |
|
6.
|
SHARED VOTING POWER
3,600,000 (upon conversion of the American Depositary Shares) |
||
7.
|
SOLE DISPOSITIVE POWER
00,000 |
||
8.
|
SHARED DISPOSITIVE POWER
3,600,000 (upon conversion of the American Depositary Shares) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000 (upon conversion of the American Depositary Shares) |
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11.
|
1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9% |
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IA |
CUSIP No. 44331K103
|
13G
|
Page 3 of 11 Pages |
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 3W Fund Management LLC This entity does not have an IRS identification number as it is a foreign entity.
|
|
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
00,000 |
|
6.
|
SHARED VOTING POWER
3,600,000 (upon conversion of the American Depositary Shares) |
||
7.
|
SOLE DISPOSITIVE POWER
00,000 |
||
8.
|
SHARED DISPOSITIVE POWER
3,600,000 (upon conversion of the American Depositary Shares) |
9.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000 (upon conversion of the American Depositary Shares) |
10.
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11.
|
|
1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9% |
12.
|
|
TYPE OF REPORTING PERSON (see instructions)
IA |
CUSIP No. 44331K103
|
13G
|
Page 4 of 11 Pages |
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Wu, Weiwei |
|
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
People’s Republic of China |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
00,000 |
|
6.
|
SHARED VOTING POWER
3,600,000 (upon conversion of the American Depositary Shares) |
||
7.
|
SOLE DISPOSITIVE POWER
00,000 |
||
8.
|
SHARED DISPOSITIVE POWER
3,600,000 (upon conversion of the American Depositary Shares) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,600,000 (upon conversion of the American Depositary Shares) |
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11.
|
1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9% |
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
IN |
CUSIP No. 44331K103
|
13G
|
Page 5 of 11 Pages |
1.
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 3W Greater China Focus Fund 98-1154655
|
|
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
00,000 |
|
6.
|
SHARED VOTING POWER
2,400,000 (upon conversion of the American Depositary Shares) |
||
7.
|
SOLE DISPOSITIVE POWER
00,000 |
||
8.
|
SHARED DISPOSITIVE POWER
2,400,000 (upon conversion of the American Depositary Shares) |
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000 (upon conversion of the American Depositary Shares) |
|
10.
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
|
11.
|
1. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6% |
|
12.
|
TYPE OF REPORTING PERSON (see instructions)
FI |
CUSIP No. 44331K103
|
13G
|
Page 6 of 11 Pages |
|
(a)
|
Name of Issuer
Huami Corporation |
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices
Building H8, No. 2800, Chuangxin Road
Hefei, 230088
People’s Republic of China
|
|
(a)
|
Name of Person Filing
3W Fund Management Limited
3W Fund Management LLC
3W Greater China Focus Fund
Wu, Weiwei
|
|
||
|
(b)
|
Address of the Principal Office or, if none, residence
3W Fund Management Limited
Wu, Weiwei
Suite 507, ICBC Tower
3 Garden Road
Central
Hong Kong
3W Fund Management LLC
3W Greater China Focus Fund
Floor 4, Willow House, Cricket Square
Grand Cayman KY1-9010
Cayman Islands
|
|
||
|
(c)
|
Citizenship
3W Fund Management Limited
Hong Kong
Wu, Weiwei
People’s Republic of China
3W Fund Management LLC
3W Greater China Focus Fund
Cayman Islands
|
CUSIP No. 44331K103
|
13G
|
Page 7 of 11 Pages |
|
(d)
|
Title of Class of Securities
American Depositary Shares, each convertible into four Class A Ordinary Shares,
par value US$0.0001 per share
|
|
||
|
(e)
|
CUSIP Number
XXXXXXXXXXXXX |
|
|
(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)
|
☐
|
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
CUSIP No. 44331K103
|
13G
|
Page 8 of 11 Pages |
|
(a)
|
Amount beneficially owned: 3,600,000 (upon conversion of the American Depositary Shares)
|
|
|
|||
|
(b)
|
Percent of class: 9%
|
|
|
|||
|
(c)
|
Number of shares as to which the person has:
|
|
|
|||
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|||
|
|
(ii)
|
Shared power to vote or to direct the vote 3,600,000 (upon conversion of the American Depositary Shares).
|
|
|||
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|||
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 3,600,000 (upon conversion of the American Depositary Shares).
|
|
|
(a)
|
Amount beneficially owned: 2,400,000 (upon conversion of the American Depositary Shares)
|
|
|
|||
|
(b)
|
Percent of class: 6%
|
|
|
|||
|
(c)
|
Number of shares as to which the person has:
|
|
|
|||
|
|
(i)
|
Sole power to vote or to direct the vote 0.
|
|
|||
|
|
(ii)
|
Shared power to vote or to direct the vote 2,400,000 (upon conversion of the American Depositary Shares).
|
|
|||
|
|
(iii)
|
Sole power to dispose or to direct the disposition of 0.
|
|
|||
|
|
(iv)
|
Shared power to dispose or to direct the disposition of 2,400,000 (upon conversion of the American Depositary Shares).
|
|
CUSIP No. 44331K103
|
13G
|
Page 9 of 11 Pages |
CUSIP No. 44331K103
|
13G
|
Page 10 of 11 Pages |
CUSIP No. 44331K103
|
13G
|
Page 11 of 11 Pages |
14/02/2018 | ||
Date
|
||
3W Fund Management Limited | ||
By: |
/s/ Wu, Weiwei
|
|
Name: Wu, Weiwei
|
||
Title: Director | ||
14/02/2018 | ||
Date
|
||
3W Fund Management LLC | ||
By: |
/s/ Wu, Weiwei
|
|
Name: Wu, Weiwei
|
||
Title: Director | ||
14/02/2018 | |
Date
|
|
/s/ Wu, Weiwei
|
|
Wu, Weiwei
|
|
14/02/2018 | ||
Date
|
||
3W Greater China Focus Fund | ||
By: |
/s/ Wu, Weiwei
|
|
Name: Wu, Weiwei
|
||
Title: Director | ||
14/02/2018 | ||
Date
|
||
3W Fund Management Limited | ||
By: |
/s/ Wu, Weiwei
|
|
Name: Wu, Weiwei
|
||
Title: Director | ||
14/02/2018 | ||
Date
|
||
3W Fund Management LLC | ||
By: |
/s/ Wu, Weiwei
|
|
Name: Wu, Weiwei
|
||
Title: Director | ||
14/02/2018 | |
Date
|
|
/s/ Wu, Weiwei
|
|
Wu, Weiwei
|
|
14/02/2018 | ||
Date
|
||
3W Greater China Focus Fund | ||
By: |
/s/ Wu, Weiwei
|
|
Name: Wu, Weiwei
|
||
Title: Director | ||