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Filing Details

Accession Number:: 0001653246-19-000006
Form Type:: 13D Filing
Publication Date:: 2019-12-27 06:29:50

Filed By:: Areo Holdings Ltd
Company:: So-Young International Inc. (NASDAQ:SY)
Filing Date:: 2019-12-27
SEC Url:: 13D 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
Absolute Fortune Limited	0	2,616,027	0	2,616,027	2,616,027	3.02%
Orchid Asia VI	0	2,485,226	0	2,485,226	2,485,226	2.87%
Orchid Asia V Co-Investment, Limited	0	130,801	0	130,801	130,801	0.15%
OAVI Holdings	0	2,485,226	0	2,485,226	2,485,226	2.87%
Orchid Asia VI GP, Limited	0	2,485,226	0	2,485,226	2,485,226	2.87%
Golden Horizon Limited	0	4,029,756	0	4,029,756	4,029,756	4.65%
Orchid Asia VII	0	8,098,802	0	8,098,802	8,098,802	9.35%
Orchid Asia VII Co-Investment, Limited	0	597,357	0	597,357	597,357	0.69%
OAVII Holdings	0	8,098,802	0	8,098,802	8,098,802	9.35%
Orchid Asia VII GP, Limited	0	8,098,802	0	8,098,802	8,098,802	9.35%
Orchid Asia V Group Management, Limited	0	10,584,028	0	10,584,028	10,584,028	12.22%
Orchid Asia V Group, Limited	0	10,584,028	0	10,584,028	10,584,028	12.22%
AREO Holdings Limited	0	11,312,186	0	11,312,186	11,312,186	13.06%
Ms. Lam Lai Ming	0	11,312,186	0	11,312,186	11,312,186	13.06%
Date of Transaction Quantity Price ( ) Orchid Asia VII

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.3)*

So-Young International Inc.

(Name of Issuer)

Class A Ordinary Shares, $0.0005 par value per share**

American Depositary Shares

(Title of Class of Securities)

83356Q108

(CUSIP Number)

c/o Suite 2901, 29th Floor, the Center

99 Queen's Road Central, Central, Hong Kong

Attention: Ms. Lam Lai Ming

Telephone: +852 2115 8810

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 24, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

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).

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

2,616,027 ADS

Shared dispositive power

2,616,027 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on December 5, 2019. 13 American depositary shares represent 10 Class A ordinary shares.

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

2,485,226 ADS

Shared dispositive power

2,485,226 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

130,801 ADS

Shared dispositive power

130,801 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

2,485,226 ADS

Shared dispositive power

2,485,226 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

2,485,226 ADS

Shared dispositive power

2,485,226 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

4,029,756 ADS

Shared dispositive power

4,029,756 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

8,098,802 ADS

Shared dispositive power

8,098,802 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

597,357 ADS

Shared dispositive power

597,357 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

8,098,802 ADS

Shared dispositive power

8,098,802 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

8,098,802 ADS

Shared dispositive power

8,098,802 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

10,584,028 ADS

Shared dispositive power

10,584,028 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Cayman Islands

Shared voting power

10,584,028 ADS

Shared dispositive power

10,584,028 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

British Virgin Islands

Shared voting power

11,312,186 ADS

Shared dispositive power

11,312,186 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

Check the appropriate box if a member of a group

(a) ☐ (b) ☐

Citizenship or place of organization

Hong Kong

Shared voting power

11,312,186 ADS

Shared dispositive power

11,312,186 ADS

Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)

☐

Type of reporting person (see instructions)

This statement constitutes Amendment No.3 to the Schedule 13D relating to the Class A ordinary shares, par value of $0.0005 per share, of So-Young International Inc. (the "Issuer"), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on November 1, 2019 (as previously amended, the "Statement") to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Statement.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Statement is hereby amended and replaced entirely as follows:

From August 30, 2019 to December 24, 2019, Orchid Asia VII, L.P. and Orchid Asia VII Co-Investment, Limited respectively purchased 4,351,128 and 315,275 American Depositary Shares ("ADS"), 13 of which represent 10 Class A ordinary shares of the Issuer. A total of US$53,345,662.53 was paid to acquire the ADS.

Orchid Asia VII, L.P. and Orchid Asia VII Co-Investment, Limited purchased the ADS using the cash on hand.

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Items 5(a) of the Statement is hereby amended and restated as follows:

(a) Each of the Reporting Persons' current ownership in the securities of the Issuer is set forth on the cover pages to this Statement and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on 66,613,419 Class A ordinary shares outstanding as of September 30, 2019, reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on December 5, 2019. 13 ADS represent 10 Class A ordinary shares.

Absolute Fortune Limited beneficially owns Class A ordinary shares/ADS that are equivalent to 2,616,027 ADS, which represents approximately 3.02% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Orchid Asia VI, L.P. may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 2,485,226 ADS, which represents approximately 2.87% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Orchid Asia V Co-Investment, Limited may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 130,801 ADS, which represents approximately 0.15% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

OAVI Holdings, L.P. may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 2,485,226 ADS, which represents approximately 2.87% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Orchid Asia VI GP, Limited may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 2,485,226 ADS, which represents approximately 2.87% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Golden Horizon Limited beneficially owns Class A ordinary shares/ADS that are equivalent to 4,029,756 ADS, which represents approximately 4.65% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Orchid Asia VII, L.P. beneficially owns Class A ordinary shares/ADS that are equivalent to 4,351,128 ADS and may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 3,747,674 ADS, which represents approximately 9.35% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Orchid Asia VII Co-Investment Limited beneficially owns Class A ordinary shares/ADS that are equivalent to 315,275 ADS and may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 282,082 ADS, which represents approximately 0.69% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

OAVII Holdings, L.P. may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 8,098,802 ADS, which represents approximately 9.35% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Orchid Asia VII GP, Limited may be deemed to beneficially own Class A ordinary shares/ADS that are equivalent to 8,098,802 ADS, which represents approximately 9.35% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.

Each of Orchid Asia V Group Management, Limited and Orchid Asia V Group, Limited may be deemed to own an aggregate of Class A ordinary shares/ADS that are equivalent to 10,584,028 ADS, which constitutes approximately 12.22% of the Issuer's outstanding shares, calculated in accordance with Rule 13d-3 under the Act.

Each of AREO Holdings Limited and Ms. Lam Lai Ming may be deemed to beneficially own an aggregate of Class A ordinary shares/ADS that are equivalent to 11,312,186 ADS, which constitutes approximately 13.06% of the Issuer's outstanding shares, calculated in accordance with Rule 13d-3 under the Act.

Items 5(c) of the Statement is hereby amended and restated as follows:

(c) The following table sets forth all transactions with respect to ADS effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were purchases of ADS effected in the open market.

Name of Reporting Person	Date of Transaction	Quantity	Price ($)
Orchid Asia VII, L.P.	08/30/2019	608,302	11.83
Orchid Asia VII, L.P.	09/03/2019	295,398	11.21
Orchid Asia VII, L.P.	09/04/2019	160,546	11.46
Orchid Asia VII, L.P.	09/05/2019	157,508	11.23
Orchid Asia VII, L.P.	09/10/2019	12,364	11.01
Orchid Asia VII, L.P.	09/11/2019	67,922	10.99
Orchid Asia VII, L.P.	09/12/2019	46,236	11.00
Orchid Asia VII, L.P.	10/16/2019	6	8.70
Orchid Asia VII, L.P.	10/17/2019	4,058	8.68
Orchid Asia VII, L.P.	10/18/2019	62,300	8.88
Orchid Asia VII, L.P.	10/22/2019	263,400	8.96
Orchid Asia VII, L.P.	10/24/2019	4,196	8.99
Orchid Asia VII, L.P.	10/25/2019	11,228	9.50
Orchid Asia VII, L.P.	10/28/2019	269,367	10.40
Orchid Asia VII, L.P.	10/29/2019	20,000	10.21
Orchid Asia VII, L.P.	11/04/2019	55,255	10.94
Orchid Asia VII, L.P.	11/05/2019	80,000	10.97
Orchid Asia VII, L.P.	11/11/2019	81,100	12.00
Orchid Asia VII, L.P.	11/12/2019	51,535	11.79
Orchid Asia VII, L.P.	11/13/2019	84,728	11.80
Orchid Asia VII, L.P.	11/14/2019	114,991	11.78
Orchid Asia VII, L.P.	11/18/2019	148,513	11.99
Orchid Asia VII, L.P.	11/19/2019	134,965	11.99
Orchid Asia VII, L.P.	11/21/2019	138,758	11.66
Orchid Asia VII, L.P.	11/25/2019	200	11.97
Orchid Asia VII, L.P.	11/27/2019	50,100	11.77
Orchid Asia VII, L.P.	11/29/2019	95,269	11.90
Orchid Asia VII, L.P.	12/02/2019	72,463	11.79
Orchid Asia VII, L.P.	12/05/2019	84,647	11.98
Orchid Asia VII, L.P.	12/06/2019	174,779	12.17
Orchid Asia VII, L.P.	12/09/2019	186,937	11.81
Orchid Asia VII, L.P.	12/10/2019	357,999	11.82
Orchid Asia VII, L.P.	12/12/2019	200,831	11.99
Orchid Asia VII, L.P.	12/13/2019	39,600	11.99
Orchid Asia VII, L.P.	12/19/2019	41,600	12.28
Orchid Asia VII, L.P.	12/23/2019	100,000	12.35
Orchid Asia VII, L.P.	12/24/2019	74,027	12.19

Orchid Asia VII Co-Investment, Limited	08/30/2019	45,600	11.84
Orchid Asia VII Co-Investment, Limited	09/03/2019	25,000	11.19
Orchid Asia VII Co-Investment, Limited	09/04/2019	12,000	11.47
Orchid Asia VII Co-Investment, Limited	09/05/2019	11,444	11.23
Orchid Asia VII Co-Investment, Limited	09/11/2019	4,700	11.00
Orchid Asia VII Co-Investment, Limited	09/12/2019	3,000	11.00
Orchid Asia VII Co-Investment, Limited	10/17/2019	802	8.88
Orchid Asia VII Co-Investment, Limited	10/18/2019	4,350	8.88
Orchid Asia VII Co-Investment, Limited	10/22/2019	18,200	8.96
Orchid Asia VII Co-Investment, Limited	10/28/2019	19,400	10.40
Orchid Asia VII Co-Investment, Limited	11/04/2019	2,850	10.91
Orchid Asia VII Co-Investment, Limited	11/05/2019	7,893	10.96
Orchid Asia VII Co-Investment, Limited	11/11/2019	7,900	12.00
Orchid Asia VII Co-Investment, Limited	11/12/2019	3,315	11.78
Orchid Asia VII Co-Investment, Limited	11/13/2019	5,634	11.79
Orchid Asia VII Co-Investment, Limited	11/14/2019	4,587	11.79
Orchid Asia VII Co-Investment, Limited	11/18/2019	10,500	11.99
Orchid Asia VII Co-Investment, Limited	11/19/2019	9,300	11.99
Orchid Asia VII Co-Investment, Limited	11/21/2019	11,000	11.69
Orchid Asia VII Co-Investment, Limited	11/27/2019	3,300	11.78
Orchid Asia VII Co-Investment, Limited	11/29/2019	4,500	11.94
Orchid Asia VII Co-Investment, Limited	12/02/2019	4,500	11.77
Orchid Asia VII Co-Investment, Limited	12/05/2019	6,000	11.99
Orchid Asia VII Co-Investment, Limited	12/06/2019	15,000	12.17
Orchid Asia VII Co-Investment, Limited	12/09/2019	14,300	11.82
Orchid Asia VII Co-Investment, Limited	12/10/2019	25,500	11.82
Orchid Asia VII Co-Investment, Limited	12/12/2019	16,500	11.99
Orchid Asia VII Co-Investment, Limited	12/13/2019	2,800	12.00
Orchid Asia VII Co-Investment, Limited	12/19/2019	2,800	12.26
Orchid Asia VII Co-Investment, Limited	12/23/2019	7,000	12.31
Orchid Asia VII Co-Investment, Limited	12/24/2019	5,600	12.19

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: December 24, 2019

Name: Gabriel Li Title: Director Name: Gabriel Li Title: Authorized Representative Orchid Asia V Co-Investment, Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director OAVI Holdings, L.P.

/s/ Gabriel Li

Name: Gabriel Li Title: Authorized Representative Orchid Asia VI GP, Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director Golden Horizon Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director Orchid Asia VII, L.P.

/s/ Gabriel Li

Name: Gabriel Li Title: Authorized Representative Orchid Asia VII Co-Investment, Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director OAVII Holdings, L.P.

/s/ Gabriel Li

Name: Gabriel Li Title: Authorized Representative Orchid Asia VII GP, Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director Orchid Asia V Group Management, Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director Orchid Asia V Group, Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director AREO Holdings Limited

/s/ Gabriel Li

Name: Gabriel Li Title: Director Lam Lai Ming

/s/ Lam Lai Ming