Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Act of 1934

(Amendment No. 1)

 

So-Young International Inc.

(Name of Issuer)

 

Class A ordinary shares, par value $0.0005 per share

American Depositary Shares

(Title of Class of Securities)

 

83356Q108**

(CUSIP Number)

 

December 31, 2021

(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)

 

x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s 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 So-Young International Inc. (the “Issuer”), which are quoted on the Nasdaq Global Market under the symbol “SY.” 13 ADSs represent 10 Class A ordinary shares, par value $0.0005 per share (“Class A Ordinary Shares”) of the Issuer. The CUSIP number of Class A Ordinary Shares is G83114 101.

 

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.

 

 

 

CUSIP No. 83356Q108

Schedule 13G

Page 2 of 8 Pages

 

1	NAME OF REPORTING PERSON Hui Shao
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   12,876,842(1)
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   12,876,842(1)
	8	SHARED DISPOSITIVE POWER   0

 

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,876,842
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3%(2)   The voting power of the shares beneficially owned represent 3.0% of the total outstanding voting power.(3)
12	TYPE OF REPORTING PERSON   IN

 

(1)       Represents 16,739,895 ADSs (representing 12,876,842 Class A Ordinary Shares) held by ATCG Holdings Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Hui Shao through a trust of which Mr. Hui Shao and his family members are the beneficiaries.

 

(2)      Calculated based on the number of Class A Ordinary Shares owned by the Reporting Person divided by all of the Issuer’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a single class as of December 31, 2021.

 

(3)      Calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a single class. 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 thirty votes per share on all matters submitted to them for vote.

 

 

CUSIP No. 83356Q108

Schedule 13G

Page 3 of 8 Pages

 

1	NAME OF REPORTING PERSON ATCG Holdings 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   12,876,842(1)
	6	SHARED VOTING POWER   0
	7	SOLE DISPOSITIVE POWER   12,876,842(1)
	8	SHARED DISPOSITIVE POWER   0

 

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   12,876,842
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 15.3%(2)   The voting power of the shares beneficially owned represent 3.0% of the total outstanding voting power.(3)
12	TYPE OF REPORTING PERSON   CO

 

(1)       Represents 16,739,895 ADSs (representing 12,876,842 Class A Ordinary Shares) held by ATCG Holdings Limited.

 

(2)       Calculated based on the number of Class A Ordinary Shares owned by the Reporting Person divided by all of the Issuer’s issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a single class as of December 31, 2021.

 

(3)       Calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a single class. 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 thirty votes per share on all matters submitted to them for vote.

 

 

 

CUSIP No. 73172K104

13 G

Page 4 of 8 Pages

 

ITEM 1.

 

(a)

Name of Issuer:

 

So-Young International Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

 

Block E, Ronsin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing 100012, People’s Republic of China

 

ITEM 2.

 

(a)

Name of Person Filing:

 

(i) Hui Shao

 

(ii) ATCG Holdings Limited (collectively, the “Reporting Persons”)

 

(b)

Address of Principal Office:

 

Tower A5, Central Park Plaza, Chaoyang District, Beijing 100026, People’s Republic of China

 

(c)

Citizenship:

 

Hui Shao—People’s Republic of China

 

ATCG Holdings Limited—British Virgin Islands

 

(d)

Title of Class of Securities:

 

Class A ordinary shares, par value $0.0005 per share, of the Issuer (“Class A Ordinary Shares”), represented by ADSs

 

The Issuer’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value $0.0005 per share (“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 thirty votes per share on all matters submitted to them for vote. 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.

 

(e)

CUSIP Number:

 

83356Q108

 

This CUSIP number was assigned to the ADSs of the Issuer. 13 ADSs represent 10 Class A Ordinary Shares. The CUSIP number of Class A Ordinary Shares is G83114 101.

 

 

CUSIP No. 73172K104

13 G

Page 5 of 8 Pages

 

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:

 

(a)

¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

 

(d)

¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).(Post)

 

(f)

¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

(g)

¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).(Principal)

 

(h)

¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

(i)

¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

(j)

¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

 

CUSIP No. 73172K104

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Page 6 of 8 Pages

 

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 direct the vote	Sole power to dispose or to direct the disposition of	Shared power to dispose or to direct the disposition of:
Hui Shao	12,876,842 (1)	15.3%(2)	3.0%(3)	12,876,842(1)	0	12,876,842(1)	0
ATCG Holdings Limited	12,876,842(1)	15.3%(2)	3.0%(3)	12,876,842(1)	0	12,876,842(1)	0

 

(1)       Represents 16,739,895 ADSs (representing 12,876,842 Class A Ordinary Shares) held by ATCG Holdings Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Hui Shao through a trust of which Mr. Hui Shao and his family members are the beneficiaries.

 

(2)       The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 84,367,036 ordinary shares of the Issuer as a single class (consisting of 72,367,036 Class A Ordinary Shares and 12,000,000 Class B Ordinary Shares) issued and outstanding as of December 31, 2021, as provided by the Issuer. 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.

 

(3)       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 the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a single class. 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 thirty votes per share on all matters submitted to them for vote.

 

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.

 

 

CUSIP No. 73172K104

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Page 7 of 8 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 16, 2022

 

	Hui Shao
	By:	/s/ Hui Shao
	ATCG Holdings Limited
	By:	/s/ Hui Shao
	Name: Hui Shao
	Title: Director

 

 

CUSIP No. 73172K104

13 G

Page 8 of 8 Pages

 

LIST OF EXHIBITS

TO SCHEDULE 13G

 

Exhibit No.	Description
A	Joint Filing Agreement