SC 13G/A

Name of Reporting Persons

Matrix Partners China III, L.P.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒(1)

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

13d-2 (b)

(Amendment No. 2)*

So-Young International Inc.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0005 per share

(Title of Class of Securities)

83356Q108**

(CUSIP Number)

December 31, 2023

(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.

**	CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “SY.” Thirteen ADSs represents ten Class A ordinary shares of the issuer. The CUSIP number of Class A Ordinary Shares is G83114 101.

The information required on 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).


CUSIP No. 83356Q108		13G

(1)

This statement on Schedule 13G is filed by Matrix HK III, Matrix China III, Matrix China III-A, Matrix Management III, Matrix III GP (each as defined in Item 2(a) of the Original 13G (as defined below)) and David Su (“Su,” collectively, with Matrix HK III, Matrix China III, Matrix China III-A, Matrix Management III and Matrix III GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares.

(3)	This percentage is based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 83356Q108		13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 83356Q108		13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

Consists of (i) 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III and (ii) 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares.

(3)	This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 83356Q108		13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 83356Q108		13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.


CUSIP No. 83356Q108		13G

(1)	The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer.

Introductory Note: This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the “Commission”) on February 13, 2020, as amended by Amendment No. 1 to the Original Schedule 13G as filed with the Commission on February 14, 2022 (the “Original Schedule 13G”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G, remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.

Item 1.

Issuer

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Tower E, Ronsin Technology Center

Chaoyang District, Beijing, 100012

People’s Republic of China

Item 2.

Filing Person

(a)-(c)

Name of Persons Filing; Address; Citizenship

This statement on Schedule 13G is being filed jointly by the following persons, collectively, the “Reporting Persons”:

(a) Name of Person Filing

Matrix China III

Matrix China III-A

Matrix Management III

Matrix III GP

Matrix HK III

David Su Tuong Sing (“Su”)

(b) Address of Principal Business Office or, if none, Residence

Matrix Partners China III, L.P.

Matrix Partners China III-A, L.P.

Matrix China Management III, L.P.

Matrix China III GP GP, Ltd.

Maples Corporate Services Limited

PO Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Matrix Partners China III Hong Kong Limited

David Su

Flat 2807, 28/F

AIA Central

No. 1 Connaught Road, Central

Hong Kong, China

Matrix Partners China III, L.P.: Cayman Islands

Matrix Partners China III-A, L.P.: Cayman Islands

Matrix China Management III, L.P.: Cayman Islands

Matrix China III GP GP, Ltd.: Cayman Islands

Matrix Partners China III Hong Kong Limited: Hong Kong

David Su: Republic of Singapore

Item 4.

Ownership.

The following information with respect to the ownership of the ordinary shares of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2023:

(a) Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person.*

(b) Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(i) Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii) Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii) Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv) Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such Ordinary Shares, except for the shares, if any, such Reporting Person holds of record.

SIGNATURE

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.

February 8, 2024


MATRIX PARTNERS CHINA III HONG KONG LIMITED

By:		/s/ David Su
Name: David Su
Title: Director

MATRIX PARTNERS CHINA III, L.P.

By: Matrix China Management III, L.P. its general partner

By: Matrix China III GP GP, Ltd. its general partner

By:		/s/ David Su
Name: David Su
Title: Director

MATRIX PARTNERS CHINA III-A, L.P.

By: Matrix China Management III, L.P.
Its general partner

By: Matrix China III GP GP, Ltd. its general partner

By:		/s/ David Su
Name: David Su
Title: Director

MATRIX CHINA MANAGEMENT III, L.P.

By:		Matrix China III GP GP, Ltd.
its general partner

By:		/s/ David Su
Name: David Su
Title: Director

MATRIX CHINA III GP GP, LTD.

By:		/s/ David Su
Name: David Su
Title: Director

/s/ David Su
David Su