Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 781314 109

1

Names of Reporting Persons
BEIJING JUNQI JIARUI ENTERPRISE MANAGEMENT CO., LTD.

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
35,188,080(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
35,188,080(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,188,080(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.5% of Class A ordinary shares (or 8.4% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 1.7% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)

CO

1

Names of Reporting Persons
BEIJING JUNCHENG HEZHONG INVESTMENT MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
35,188,080(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
35,188,080(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,188,080(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.5% of Class A ordinary shares (or 8.4% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 1.7% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)

PN

1

Names of Reporting Persons
JUNLIAN CAPITAL MANAGEMENT CO., LTD.

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
35,188,080(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
35,188,080(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,188,080(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.5% of Class A ordinary shares (or 8.4% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 1.7% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)

CO

1

Names of Reporting Persons
JUNLIAN CAPITAL (SHENZHEN) MANAGEMENT CO., LTD.

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
35,188,080(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
35,188,080(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,188,080(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.5% of Class A ordinary shares (or 8.4% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 1.7% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)

CO

1

Names of Reporting Persons
BEIJING JUNLIAN TONGDAO INVESTMENT MANAGEMENT PARTNERSHIP (LIMITED PARTNERSHIP)

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
35,188,080(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
35,188,080(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
35,188,080(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
14.5% of Class A ordinary shares (or 8.4% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 1.7% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)

PN

1

Names of Reporting Persons
SHANGHAI LEGEND CAPITAL SHUDAI ENTERPRISE MANAGEMENT CONSULTING PARTNERSHIP ENTERPRISE (LIMITED PARTNERSHIP)

2

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

(a)  o

(b)  o

3

SEC Use Only

4

Citizenship or Place of Organization
Peoples Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
31,040,000(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
31,040,000(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
31,040,000(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
12.8% of Class A ordinary shares (or 7.4% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 1.5% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)

PN

Item 1.

(a)

Name of Issuer:
Ruhnn Holding Limited

(b)

Address of Issuers Principal Executive Offices:
Floor 11, Building 2, Lvgu Chuangzhi Development Center

788 Hong Pu Road

Jianggan District, Hangzhou 310016

Peoples Republic of China

Item 2.

(a)

Name of Person Filing:

(i)                                     Beijing Junqi Jiarui Enterprise Management Co., Ltd. (Beijing Junqi), a company incorporated under the law of the Peoples Republic of China;

(ii)                                  Beijing Juncheng Hezhong Investment Management Partnership (Limited Partnership)(Beijing Juncheng), a limited partnership organized under the law of the Peoples Republic of China;

(iii)                               Junlian Capital Management Co., Ltd. (Junlian Capital), a company incorporated under the law of the Peoples Republic of China;

(iv)                              Junlian Capital (Shenzhen) Management Co., Ltd. (Junlian Shenzhen), a company incorporated under the law of the Peoples Republic of China;

(v)                                 Beijing Junlian Tongdao Investment Management Partnership (Limited Partnership)(Junlian Tongdao), a limited partnership organized under the law of the Peoples Republic of China; and

(vi)                              Shanghai Legend Capital Shudai Enterprise Management Consulting Partnership Enterprise (Limited Partnership)(Shanghai Shudai), a limited partnership organized under the law of the Peoples Republic of China.

(b)

Address of Principal Business Office or, if none, Residence:

(i)                                     The registered address of Beijing Junqi is Room 1614, 16th Floor, Building 1, No. 2 Xueyuan South Road, Haidian District, Beijing, Peoples Republic of China.

(ii)                                  The registered address of Beijing Juncheng is Room 1609, 16th Floor, Building 1, No. 2 Xueyuan South Road, Haidian District, Beijing, Peoples Republic of China.

(iii)                               The registered address of Junlian Capital is Room 1604, 16th Floor, Building 1, No. 2 Xueyuan South Road, Haidian District, Beijing, Peoples Republic of China.

(iv)                              The registered address of Junlian Shenzhen is Room 201, Building A, Comprehensive Office Building of Qianhai Shenzhen-Hong Kong Cooperation Zone Authority, No. 1 Liyumen Street, Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Peoples Republic of China.

(v)                                 The registered address of Junlian Tongdao is Room 1605, 16th Floor, Building 1, No. 2 Xueyuan South Road, Haidian District, Beijing, Peoples Republic of China.

(vi)                              The registered address of Shanghai Shudai is 5th Floor, Building 7, No. 3601 Dongfang Road, Pudong New District, Shanghai, Peoples Republic of China.

(c)

Citizenship:
Beijing Junqi, Beijing Juncheng, Junlian Capital, Junlian Shenzhen, Junlian Tongdao and Shanghai Shudai are all incorporated or organized under the law of Peoples Republic of China.

(d)

Title and Class of Securities:
Class A ordinary shares, par value US$0.000000001 per share. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

(e)

CUSIP No.:
781314 109

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

Reporting
Person(1)

Amount
beneficially
owned

Percent
of class(2)

Sole power
to vote or
direct to
vote(1)

Shared
power to
vote or to
direct
the
vote

Sole power
to
dispose or to
direct the
disposition
of(1)

Shared power
to dispose or
to direct the
disposition of

Percentage
of
aggregate
voting
power(3)

Beijing Junqi

35,188,080

14.5

%

35,188,080

0

35,188,080

0

1.7

%

Beijing Juncheng

35,188,080

14.5

%

35,188,080

0

35,188,080

0

1.7

%

Junlian Capital

35,188,080

14.5

%

35,188,080

0

35,188,080

0

1.7

%

Junlian Shenzhen

35,188,080

14.5

%

35,188,080

0

35,188,080

0

1.7

%

Junlian Tongdao

35,188,080

14.5

%

35,188,080

0

35,188,080

0

1.7

%

Shanghai Shudai

31,040,000

12.8

%

31,040,000

0

31,040,000

0

1.5

%

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 Control 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.

Beijing Junqi Jiarui Enterprise Management Co., Ltd.

By:

/s/ Linan Zhu

Name:

Linan Zhu

Title:

Authorized Signatory

Beijing Juncheng Hezhong Investment Management Partnership (Limited Partnership)

By:

/s/ Hao Chen

Name:

Hao Chen

Title:

Authorized Signatory

Junlian Capital Management Co., Ltd.

By:

/s/ Linan Zhu

Name:

Linan Zhu

Title:

Authorized Signatory

Junlian Capital (Shenzhen) Management Co., Ltd.

By:

/s/ Hao Chen

Name:

Hao Chen

Title:

Authorized Signatory

Beijing Junlian Tongdao Investment Management Partnership (Limited Partnership)

By:

/s/ Hao Chen

Name:

Hao Chen

Title:

Authorized Signatory

Shanghai Legend Capital Shudai Enterprise Management Consulting Partnership Enterprise (Limited Partnership)

By:

/s/ Zhenxing Shao

Name:

Zhenxing Shao

Title:

Authorized Signatory

Exhibit No.

Description

99.1

Joint Filing Agreement