Filing Details

Accession Number:
0001104659-23-012107
Form Type:
13G Filing
Publication Date:
2023-02-07 19:00:00
Filed By:
Jin Xing
Company:
So-Young International Inc. (NASDAQ:SY)
Filing Date:
2023-02-08
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Xing Jin 12,844,615 0 12,844,615 0 12,844,615 15.0%
Beauty Health Holdings Limited 12,000,000 0 12,000,000 0 12,000,000 14.0%
Filing

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 
  Washington, D.C. 20549  

 

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. 2)*

 

So-Young International Inc. 

(Name of Issuer)

 

Class A ordinary shares, par value of $0.0005 per share 

(Title of Class of Securities)

 

83356Q108** 

(CUSIP Number)

 

December 31, 2022 

(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)
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 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 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).

 

 

 

 

 

 

  1 Name of Reporting Persons
Xing Jin
     
  2 Check the Appropriate Box if a Member of a Group
    (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
12,844,615 (1)
   
6 Shared Voting Power
0
   
7 Sole Dispositive Power
12,844,615 (1)
   
8 Shared Dispositive Power
0
     
  9 Aggregate Amount Beneficially Owned by Each Reporting Person
12,844,615 (1) 
     
  10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
     
  11 Percent of Class Represented by Amount in Row 9
15.0%. (2) The voting power of the shares beneficially owned represent 83.2% of the total outstanding voting power.
     
  12 Type of Reporting Person
IN
           
 

 

(1)            Represents (i) 844,615 Class A ordinary shares directly held by Mr. Xing Jin, and (ii) 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 a total of 85,688,653 ordinary shares (being the sum of 73,688,653 Class A ordinary shares and 12,000,000 Class B ordinary shares, including (i) Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer and (ii) Class A ordinary shares underlying ADSs repurchased by the Issuer) of the Issuer outstanding as of December 31, 2022 as a single class.

 

 

 

  1 Name of Reporting Persons
Beauty & Health Holdings Limited
     
  2 Check the Appropriate Box if a Member of a Group
    (a) ¨
    (b) ¨
     
  3 SEC Use Only
     
  4 Citizenship or Place of Organization
British Virgin Islands
     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5 Sole Voting Power
12,000,000 (1)
   
6 Shared Voting Power
0
   
7 Sole Dispositive Power
12,000,000 (1) 
   
8 Shared Dispositive Power
0
     
  9 Aggregate Amount Beneficially Owned by Each Reporting Person
12,000,000 (1) 
     
  10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
     
  11 Percent of Class Represented by Amount in Row 9
14.0%. (2) The voting power of the shares beneficially owned represent 83.0% of the total outstanding voting power.
     
  12 Type of Reporting Person
CO
           
 

 

(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 a total of 85,688,653 ordinary shares (being the sum of 73,688,653 Class A ordinary shares and 12,000,000 Class B ordinary shares, including (i) Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer and (ii) Class A ordinary shares underlying ADSs repurchased by the Issuer) of the Issuer outstanding as of December 31, 2022 as a single class.

 

 

 

Item 1(a). Name of Issuer:
So-Young International Inc. (the “Issuer”)
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.
Item 2(a).

Name of Person Filing:
(i) Xing Jin,

(ii) Beauty & Health Holdings Limited (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Xing Jin
c/o Tower E, Ronsin Technology Center

No. 34 Chuangyuan Road

Chaoyang District, Beijing, 100012

People's Republic of China

 

Beauty & Health Holdings Limited
c/o Tower E, Ronsin Technology Center

No. 34 Chuangyuan Road

Chaoyang District, Beijing, 100012

People's Republic of China

Item 2(c)

Citizenship:
Xing Jin - People Republic of China

Beauty & Health Holdings Limited - British Virgin Islands

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.0005 par value per share, of the Issuer

 

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.

Item 2(e).

CUSIP Number:
83356Q108

 

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.

 
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:
  Not applicable

 

 

 

Item 4. Ownership:

 

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2022:

 

Reporting Person  Amount
beneficially
owned:
   Percent
of class:
   Percent of
aggregate
voting
power:
   Sole power to
vote or direct
the vote:
   Shared
power to
vote or to
direct the
vote:
   Sole power to
dispose or to
direct the
disposition of:
   Shared power
to dispose or to
direct the
disposition of:
 
Xing Jin   

12,844,615

(1)    15.0%(2)   83.2 %(3)   

12,844,615

(1)    0    

12,844,615

(1)    0 

Beauty & Health

    Holdings

    Limited

   12,000,000    14.0%(2)   83.0 %(3)   12,000,000    0    12,000,000    0 

 

 

 

(1)Represents 844,615 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 85,688,653 ordinary shares (being the sum of 73,688,653 Class A ordinary shares and 12,000,000 Class B ordinary shares, including (i) Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer and (ii) Class A ordinary shares underlying ADSs repurchased by the Issuer) of the Issuer outstanding as of December 31, 2022 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.

 

Item 5. Ownership of Five Percent or Less of a Class:
  Not applicable
 
Item 6. Ownership of More than Five 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 Controlling 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:
  Not applicable

 

 

 

LIST OF EXHIBITS

 

Exhibit No.

Description

   
A Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 12, 2020 by the reporting persons with the United States Securities and Exchange Commission)

 

 

 

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 8, 2023

 

XING JIN
  
 /s/ Xing Jin
   
 BEAUTY & HEALTH HOLDINGS LIMITED
                              
 By:/s/ Xing Jin
 Name:Xing Jin
 Title:Director