Filing Details
- Accession Number:
- 0001193125-21-093445
- Form Type:
- 13G Filing
- Publication Date:
- 2021-03-25 08:10:00
- Filed By:
- Acceleration S Ltd
- Company:
- Yunji Ic. (NASDAQ:YJ)
- Filing Date:
- 2021-03-25
- SEC Url:
- 13G Filing
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 |
|---|---|---|---|---|---|---|
| Acceleration S Limited | 110,803,324 | 0 | 110,803,324 | 0 | 110,803,324 | 9.4% |
| Blossom II Limited | 0 | 110,803,324 | 0 | 110,803,324 | 110,803,324 | 9.4% |
| Pantheon D | 0 | 110,803,324 | 0 | 110,803,324 | 110,803,324 | 9.4% |
| CDH China HF Holdings Company Limited | 0 | 110,803,324 | 0 | 110,803,324 | 110,803,324 | 9.4% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Yunji Inc.
(Name of Issuer)
Class A ordinary shares, par value $0.000005 per share
(Title of Class of Securities)
98873N 107**
(CUSIP Number)
December 31, 2019
(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)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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. |
| ** | This CUSIP number was assigned to the American Depositary Shares (ADSs) of Yunji Inc. (the Issuer), which are quoted on the Nasdaq Global Market under the symbol YJ. Each ADS represents ten Class A ordinary shares, par value $0.000005 per share (Class A Ordinary Shares) of the Issuer. |
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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| 1 | NAME OF REPORTING PERSON
Acceleration S 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
110,803,324 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
110,803,324 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,803,324 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% of Class A Ordinary Shares, or 5.2% of all Ordinary Shares(2) The voting power of the shares beneficially owned represent 1.0% of the total outstanding voting power. | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 110,803,324 Class A Ordinary Shares held by Acceleration S Limited, as further disclosed in Item 4. |
| (2) | Calculated based on 1,173,204,162 Class A Ordinary Shares and 949,960,000 Class B Ordinary Shares, par value $0.000005 per share issued and outstanding as of February 29, 2020, as set forth in the Issuers annual report on Form 20-F filed on April 24, 2020. |
2
| 1 | NAME OF REPORTING PERSON
Blossom II 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
0 | ||||
| 6 | SHARED VOTING POWER
110,803,324 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
110,803,324 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,803,324 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% of Class A Ordinary Shares, or 5.2% of all Ordinary Shares(2) The voting power of the shares beneficially owned represent 1.0% of the total outstanding voting power. | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 110,803,324 Class A Ordinary Shares held by Acceleration S Limited, as further disclosed in Item 4. |
| (2) | Calculated based on 1,173,204,162 Class A Ordinary Shares and 949,960,000 Class B Ordinary Shares, par value $0.000005 per share issued and outstanding as of February 29, 2020, as set forth in the Issuers annual report on Form 20-F filed on April 24, 2020. |
3
| 1 | NAME OF REPORTING PERSON
Pantheon D, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
110,803,324 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
110,803,324 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,803,324 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% of Class A Ordinary Shares, or 5.2% of all Ordinary Shares(2) The voting power of the shares beneficially owned represent 1.0% of the total outstanding voting power. | |||||
| 12 | TYPE OF REPORTING PERSON
PN | |||||
| (1) | Represents 110,803,324 Class A Ordinary Shares held by Acceleration S Limited, as further disclosed in Item 4. |
| (2) | Calculated based on 1,173,204,162 Class A Ordinary Shares and 949,960,000 Class B Ordinary Shares, par value $0.000005 per share issued and outstanding as of February 29, 2020, as set forth in the Issuers annual report on Form 20-F filed on April 24, 2020. |
4
| 1 | NAME OF REPORTING PERSON
CDH China HF Holdings Company Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
110,803,324 (1) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
110,803,324 (1) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,803,324 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4% of Class A Ordinary Shares, or 5.2% of all Ordinary Shares(2) The voting power of the shares beneficially owned represent 1.0% of the total outstanding voting power. | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 110,803,324 Class A Ordinary Shares held by Acceleration S Limited, as further disclosed in Item 4. |
| (2) | Calculated based on 1,173,204,162 Class A Ordinary Shares and 949,960,000 Class B Ordinary Shares, par value $0.000005 per share issued and outstanding as of February 29, 2020, as set forth in the Issuers annual report on Form 20-F filed on April 24, 2020. |
5
ITEM 1.
| (a) | Name of Issuer: |
Yunji Inc. (the Issuer)
| (b) | Address of Issuers Principal Executive Offices: |
15/F, South Building, Hipark Phase 2
Xiaoshan District, Hangzhou 310000, Zhejiang Province
Peoples Republic of China
ITEM 2.
| (a) | Name of Person Filing: |
(i) Acceleration S Limited
(ii) Blossom II Limited
(iii) Pantheon D, L.P.
(iv) CDH China HF Holdings Company Limited (collectively, the Reporting Persons)
| (b) | Address of Principal Office: |
Each of the Reporting Persons3rd Floor, Kaishi Mansion, 1 Yanan E Rd, Huangpu District, Shanghai 200002, Peoples Republic of China
| (c) | Citizenship: |
Acceleration S LimitedBritish Virgin Islands
Blossom II LimitedBritish Virgin Islands
Pantheon D, L.P. Cayman Islands
CDH China HF Holdings Company LimitedCayman Islands
| (d) | Title of Class of Securities: |
Class A ordinary shares, par value $0.000005 per share, of the Issuer (Class A Ordinary Shares), represented by the American Depositary Shares (ADSs) of the Issuer.
The Issuers ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.000005 per share (Class B Ordinary Shares and together with Class A Ordinary Shares, Ordinary Shares). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
6
| (e) | CUSIP Number: |
98873N 107.
This CUSIP number was assigned to the ADSs of the Issuer. Each ADS represents ten Class A Ordinary Shares.
| 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 | Amount beneficially owned | Percent of class(3) | Percent of aggrega te voting power(4) | Sole power to vote or direct the vote | Shared power to vote or direct the vote | Sole power to dispose or to direct the disposition of | Shared power to dispose or to direct the disposition of | |||||||||||||||||||||
| Acceleration S Limited | 110,803,324 | (1) | 9.4 | %(2) | 1.0 | % | 110,803,324 | (1) | 0 | 110,803,324 | (1) | 0 | ||||||||||||||||
| Blossom II Limited | 110,803,324 | (1) | 9.4 | %(2) | 1.0 | % | 0 | 110,803,324 | (1) | 0 | 110,803,324 | (1) | ||||||||||||||||
| Pantheon D, L.P. | 110,803,324 | (1) | 9.4 | %(2) | 1.0 | % | 0 | 110,803,324 | (1) | 0 | 110,803,324 | (1) | ||||||||||||||||
| CDH China HF Holdings Company Limited | 110,803,324 | (1) | 9.4 | %(2) | 1.0 | % | 0 | 110,803,324 | (1) | 0 | ) | 110,803,324 | (1) | |||||||||||||||
| (1) | Represents 110,803,324 Class A Ordinary Shares held by Acceleration S Limited. The registered address of Acceleration S Limited is Maples Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, BVI. Blossom II Limited is the controlling shareholder of Acceleration S Limited, and Blossom II Limited is wholly-owned by Pantheon D, L.P., whose general partner is CDH China HF Holdings Company Limited, which has the power to direct Pantheon D, L.P. as to the voting and disposition of shares directly and indirectly held by Pantheon D, L.P. The voting and investment power of shares held by Acceleration S Limited is exercised by the investment committee of CDH China HF Holdings Company Limited, which consists of Shangzhi Wu, Wei Ying, William Hsu, Bin Wei and Dan Li. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of Shangzhi Wu, Wei Ying, William Hsu, Bin Wei and Dan Li may be deemed to share beneficial ownership of the ordinary shares of the Issuer directly held by Acceleration S Limited. Each of Shangzhi Wu, Wei Ying, William Hsu, Bin Wei and Dan Li disclaims beneficial ownership of all shares held by Acceleration S Limited for the purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, except to the extent of their pecuniary interests therein. |
| (2) | 9.4% of Class A Ordinary Shares, or 5.2% of all Ordinary Shares. |
| (3) | Calculated based on 1,173,204,162 Class A Ordinary Shares and 949,960,000 Class B Ordinary Shares, par value $0.000005 per share issued and outstanding as of February 29, 2020, as set forth in the Issuers annual report on Form 20-F filed on April 24, 2020. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. |
7
| (4) | The percentage of aggregate voting power beneficially owned by each Reporting Person is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A Ordinary Shares and Class B Ordinary Shares as a single class. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share. |
| 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 the Group |
Not applicable.
| ITEM 10. | Certification |
Not applicable.
8
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: March 25, 2021
| Acceleration S Limited | ||
| By: | /s/ Wei Ying | |
| Name: Wei Ying | ||
| Title: Director | ||
| Blossom II Limited | ||
| By: | /s/ Wei Ying | |
| Name: Wei Ying | ||
| Title: Authorized Signatory | ||
| Pantheon D, L.P. | ||
| By: | /s/ Wei Ying | |
| Name: Wei Ying | ||
| Title: Authorized Signatory | ||
| CDH China HF Holdings Company Limited | ||
| By: | /s/ Wei Ying | |
| Name: Wei Ying | ||
| Title: Authorized Signatory | ||
LIST OF EXHIBITS
TO SCHEDULE 13G
| Exhibit No. | Description | |
| A | Joint Filing Agreement | |