Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

1

Name of Reporting Person
Slumdunk 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
672,309,194 ⁽¹⁾

6

Shared Voting Power
0

7

Sole Dispositive Power
672,309,194 ⁽¹⁾

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
672,309,194⁽¹⁾

10

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

11

Percent of Class Represented by Amount in Row 9
28.0% ⁽²⁾

12

Type of Reporting Person
CO

(1)

Represents (a) 666,572,880 Class B ordinary shares directly held by Slumdunk Holding Limited, a British Virgin Islands company wholly-owned by Mr. Jinfeng Huang; and (b) 5,736,314 Class A ordinary shares directly held by Yellow Bee Limited, a British Virgin Islands company. Slumdunk Holding Limited owns the entire voting shares of Yellow Bee Limited and Mr. Jinfeng Huang is the sole director of Yellow Bee Limited. Class B ordinary shares 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 666,572,880 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
Jinfeng Huang

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
672,309,194⁽¹⁾

6

Shared Voting Power
0

7

Sole Dispositive Power
672,309,194⁽¹⁾

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
672,309,194⁽¹⁾

10

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

11

Percent of Class Represented by Amount in Row 9
28.0% ⁽²⁾

12

Type of Reporting Person

IN

(1)

Represents (a) 666,572,880 Class B ordinary shares directly held by Slumdunk Holding Limited, a British Virgin Islands company wholly-owned by Mr. Jinfeng Huang; and (b) 5,736,314 Class A ordinary shares directly held by Yellow Bee Limited, a British Virgin Islands company. Slumdunk Holding Limited owns the entire voting shares of Yellow Bee Limited and Mr. Jinfeng Huang is the sole director of Yellow Bee Limited. Class B ordinary shares 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 666,572,880 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) Slumdunk Holding Limited; and

(ii) Jinfeng Huang (collectively, the “Reporting Persons”)

Item 2(b).

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

For Slumdunk Holding Limited

c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola

For Jinfeng Huang
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:

Slumdunk Holding Limited – British Virgin Islands
Jinfeng Huang – 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:

Slumdunk Holding Limited

672,309,194

28.0

%

63.7

%

672,309,194

0

672,309,194

0

Jinfeng Huang

672,309,194

28.0

%

63.7

%

672,309,194

0

672,309,194

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:

Certain persons holding minority stakes in Yellow Bee Limited may be deemed to have the right to receive dividend from, or the proceeds from the sale of the equity securities held of record by Yellow Bee Limited, and such interest relates to no more than 0.2% of outstanding Class A ordinary shares (calculated based on all outstanding Class B ordinary shares beneficially owned by the Reporting Persons being deemed to have been converted into the same amount of Class A ordinary shares).

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

SLUMDUNK HOLDING LIMITED

By:

/s/ Jinfeng Huang

Name:

Jinfeng Huang

Title:

Director

JINFENG HUANG

/s/ Jinfeng Huang

Jinfeng Huang