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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
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)
December 31, 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:
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o |
Rule 13d-1(b) |
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o |
Rule 13d-1(c) |
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x |
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 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 Stock Market LLC under the symbol “SY.” Each 13 ADSs represent 10 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).
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CUSIP No. 83356Q108 |
Schedule 13G |
Page 2 of 7 Pages |
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person IN | |||
(1) Represents 1,000,000 Class A ordinary shares directly held by Mr. Xing Jin and 12,000,000 Class B ordinary shares held by Beauty & Health Holdings Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Xing Jin through a family trust. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(2) The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019.
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CUSIP No. 83356Q108 |
Schedule 13G |
Page 3 of 7 Pages |
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1 |
Name of Reporting Persons | |||
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2 |
Check the Appropriate Box if a Member of a Group | |||
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(a) |
o | ||
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(b) |
o | ||
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3 |
SEC Use Only
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4 |
Citizenship or Place of Organization | |||
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Number of |
5 |
Sole Voting Power | |||
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6 |
Shared Voting Power | ||||
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7 |
Sole Dispositive Power | ||||
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8 |
Shared Dispositive Power | ||||
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares o
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11 |
Percent of Class Represented by Amount in Row 9 | |||
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12 |
Type of Reporting Person | |||
(1) Represents 12,000,000 Class B ordinary shares directly held by Beauty & Health Holdings Limited.
(2) The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by all of the Issuer’s issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019.
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CUSIP No. 83356Q108 |
Schedule 13G |
Page 4 of 7 Pages |
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Item 1(a). |
Name of Issuer: |
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Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
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Item 2(a). |
Name of Person Filing: (ii) Beauty & Health Holdings Limited (collectively, the “Reporting Persons”) |
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Item 2(b). |
Address of Principal Business Office or, if none, Residence: No. 34 Chuangyuan Road Chaoyang District, Beijing, 100012 People’s Republic of China
Beauty & Health Holdings Limited No. 34 Chuangyuan Road Chaoyang District, Beijing, 100012 People’s Republic of China |
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Item 2(c) |
Citizenship: Beauty & Health Holdings Limited - British Virgin Islands |
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Item 2(d). |
Title of Class of Securities:
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
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Item 2(e). |
CUSIP Number:
This CUSIP number applies to the American depositary shares (the “ADSs”) of the Issuer, 13 ADSs representing 10 Class A ordinary shares of the Issuer, par value $0.0005 per share. The CUSIP number of Class A ordinary shares is G83114 101. |
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Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
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Not applicable |
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CUSIP No. 83356Q108 |
Schedule 13G |
Page 5 of 7 Pages |
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Item 4. |
Ownership: |
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Reporting Person |
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Amount |
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Percent |
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Percent of |
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Sole power to |
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Shared |
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Sole power to |
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Shared power |
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Xing Jin |
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13,000,000 |
(1) |
16.0 |
%(2) |
84.1 |
%(3) |
13,000,000 |
(1) |
0 |
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13,000,000 |
(1) |
0 |
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Beauty & Health Holdings Limited |
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12,000,000 |
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14.7 |
%(2) |
83.8 |
%(3) |
12,000,000 |
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0 |
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12,000,000 |
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0 |
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(1) Represents 1,000,000 Class A ordinary shares directly held by Mr. Xing Jin and 12,000,000 Class B ordinary shares held by Beauty & Health Holdings Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Xing Jin through a family trust. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote.
(2) The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 81,371,718 ordinary shares (being the sum of 69,371,718 Class A ordinary shares and 12,000,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019 as a single class. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
(3) For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer as a single class. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to thirty votes per share on all matters submitted to them for vote.
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Item 5. |
Ownership of Five Percent or Less of a Class: |
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Not applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group: |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group: |
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Not applicable |
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CUSIP No. 83356Q108 |
Schedule 13G |
Page 6 of 7 Pages |
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Item 10. |
Certifications: |
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Not applicable |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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A |
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Joint Filing Agreement |
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CUSIP No. 83356Q108 |
Schedule 13G |
Page 7 of 7 Pages |
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.
Dated: February 12, 2020
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XING JIN | |
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/s/ Xing Jin | |
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BEAUTY & HEALTH HOLDINGS LIMITED | |
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By: |
/s/ Xing Jin |
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Name: |
Xing Jin |
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Title: |
Director |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0005 per share, of So-Young International Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 12, 2020.
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XING JIN | |
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/s/ Xing Jin | |
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BEAUTY & HEALTH HOLDINGS LIMITED | |
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By: |
/s/ Xing Jin |
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Name: |
Xing Jin |
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Title: |
Director |