Filing Details

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

1

Name of Reporting Person
Icecrystou Holding 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
92,296,964 ⁽¹⁾

6

Shared Voting Power
0

7

Sole Dispositive Power
92,296,964⁽¹⁾

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
92,296,964⁽¹⁾

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

11

Percent of Class Represented by Amount in Row 9
5.0% ⁽²⁾

12

Type of Reporting Person
CO

(1)

Represents 92,296,964 Class B ordinary shares directly held by Icecrystou Holding Limited, which are convertible into Class A ordinary shares on an one-for-one basis and are deemed to be converted into Class A ordinary shares for purposes of determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Person and calculating the corresponding ownership percentage of the Reporting Person.

(2)

Calculated based on a total of 1,736,321,157 Class A ordinary shares of the Issuer outstanding as of December 31, 2020 and 92,296,964 Class A ordinary shares deemed to have been converted from the same amount of Class B ordinary shares beneficially owned by the Reporting Persons as of December 31, 2020.

1

Name of Reporting Person
Jianhua Lyu

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
92,296,964 ⁽¹⁾

6

Shared Voting Power
0

7

Sole Dispositive Power
92,296,964 ⁽¹⁾

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
92,296,964 ⁽¹⁾

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ☐

11

Percent of Class Represented by Amount in Row 9
5.0% ⁽²⁾

12

Type of Reporting Person

IN

(1)

Represents 92,296,964 Class B ordinary shares directly held by Icecrystou Holding Limited, which are convertible into Class A ordinary shares on an one-for-one basis and are deemed to be converted into Class A ordinary shares for purposes of determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Person and calculating the corresponding ownership percentage of the Reporting Person.

(2)

Calculated based on a total of 1,736,321,157 Class A ordinary shares of the Issuer outstanding as of December 31, 2020 and 92,296,964 Class A ordinary shares deemed to have been converted from the same amount of Class B ordinary shares beneficially owned by the Reporting Persons as of December 31, 2020.

Item 1(a).

Name of Issuer:
Yatsen Holding Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
32-35, 38/F, Poly Midtown Plaza, No.23 East Xuanyue Street, Haizhu District, Guangzhou 510330, People's Republic of China

Item 2(a).

Name of Person Filing:
(i) Icecrystou Holding Limited; and

(ii) Jianhua Lyu (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
For Icecrystou Holding Limited
c/o Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands

For Jianhua Lyu
c/o 32-35, 38/F, Poly Midtown Plaza, No.23 East Xuanyue Street, Haizhu District, Guangzhou 510330, People's Republic of China

Item 2(c)

Citizenship:
Icecrystou Holding Limited – British Virgin Islands
Jianhua Lyu – People’s Republic of China

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.00001 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 twenty votes per share. 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:
985194109

This CUSIP number applies to the American depositary shares of the Issuer, each representing four Class A ordinary shares of the Issuer, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares of the Issuer.

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:

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:

Icecrystou Holding Limited

92,296,964

5.0%

8.8%

92,296,964

0

92,296,964

0

Jianhua Lyu

92,296,964

5.0%

8.8%

92,296,964

0

92,296,964

0

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

Exhibit No.

Description

A

Joint Filing Agreement

ICECRYSTOU HOLDING LIMITED

By:

/s/ Jianhua Lyu

Name:

Jianhua Lyu

Title:

Director

JIANHUA LYU

/s/ Jianhua Lyu

Jianhua Lyu