Filing Details

Accession Number:
0000950170-23-002680
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Xu Xiaoping
Company:
Yatsen Holding Ltd (NYSE:YSG)
Filing Date:
2023-02-14
SEC Url:
13G Filing
Ownership Summary

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
Zhen Partners Fund IV 0 222,231,601 0 222,231,601 222,231,601 8.24%
Zhen Partners Management (MTGP) IV 0 222,231,601 0 222,231,601 222,231,601 8.24%
Zhen Partners Management (TTGP) IV, Ltd 0 222,231,601 0 222,231,601 222,231,601 8.24%
Zhen Fund COV 0 0 0 0 0 0%
Zhen Advisors Ltd 0 637,328 0 637,328 637,328 0.02%
Zhen International Ltd 0 222,868,929 0 222,868,929 222,868,929 8.26%
Success Origin Limited 0 1,417,312 0 1,417,312 1,417,312 0.05%
Rosy Glow Holdings Limited 0 224,286,241 0 224,286,241 224,286,241 8.32%
Best Belief PTC Limited as the trustee of The Best Belief Family Trust 0 224,286,241 0 224,286,241 224,286,241 8.32%
Xu Xiaoping 0 224,286,241 0 224,286,241 224,286,241 8.32%
Filing

 

 

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*
 

 

Yatsen Holding Limited

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

985194109**

(CUSIP Number)

December 31, 2022

(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 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 disclosures provided in a prior cover page.

 

** CUSIP number 985194109 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “YSG.” Each ADS represents four Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

 

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 (however, see the Notes).

 

 

 

CUSIP No. 985194109

 

Page 2 of 17 Pages

 

1

Name of Reporting Person
Zhen Partners Fund IV, 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
222,231,601
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
222,231,601
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
222,231,601
(1)

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
8.24%
(2) (or 1.30%(2) of the aggregate voting power)

12

Type of Reporting Person
PN

 

 

(1)
Represents 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 22, 2022 (the “Issuer’s 20-F Filing”).The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.

 

2

 

CUSIP No. 985194109

 

Page 3 of 17 Pages

 

1

Name of Reporting Person
Zhen Partners Management (MTGP) IV, 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
222,231,601
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
222,231,601
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
222,231,601
(1)

 

10

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

11

Percent of Class Represented by Amount in Row 9
8.24%
(2) (or 1.30%(2) of the aggregate voting power)

12

Type of Reporting Person
PN

 

 

(1)
Represents 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.

3

 

CUSIP No. 985194109

 

Page 4 of 17 Pages

 

 

1

Name of Reporting Person
Zhen Partners Management (TTGP) IV, Ltd.

 

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
222,231,601
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
222,231,601
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
222,231,601
(1)

 

10

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

11

Percent of Class Represented by Amount in Row 9
8.24%
(2) (or 1.30%(2) of the aggregate voting power)

12

Type of Reporting Person
CO

 

 

(1)
Represents 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.

4

 

CUSIP No. 985194109

 

Page 5 of 17 Pages

 

1

Name of Reporting Person
Zhen Fund COV LLC
(1)

 

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
0

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
0

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
0%

 

12

Type of Reporting Person
OO

 

 

(1)
The manager of Zhen Fund COV LLC is Zhen Advisors Ltd., which is wholly owned by Zhen International Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust.

5

 

CUSIP No. 985194109

 

Page 6 of 17 Pages

 

1

Name of Reporting Person
Zhen Advisors Ltd.

 

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
637,328
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
637,328
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
637,328
(1)

 

10

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

 

11

Percent of Class Represented by Amount in Row 9
0.02%
(2) (or 0.004%(2) of the aggregate voting power)

 

12

Type of Reporting Person
OO

 

 

(1)
Represents 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 0.004% of the total outstanding voting power.

6

 

CUSIP No. 985194109

 

Page 7 of 17 Pages

 

 

1

Name of Reporting Person
Zhen International Ltd.

 

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
222,868,929
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
222,868,929
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
222,868,929
(1)

10

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

11

Percent of Class Represented by Amount in Row 9
8.26%
(2) (or 1.30%(2) of the aggregate voting power)

12

Type of Reporting Person
CO

 

 

(1)
Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., and (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.

 

 

7

 

CUSIP No. 985194109

 

Page 8 of 17 Pages

 

1

Name of Reporting Person
Success Origin 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
1,417,312
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,417,312
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,417,312
(1)

10

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

11

Percent of Class Represented by Amount in Row 9
0.05%
(2) (or 0.01%(2) of the aggregate voting power)

12

Type of Reporting Person
CO

 

 

(1)
Represents 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. Success Origin Limited is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 0.01% of the total outstanding voting power.

8

 

CUSIP No. 985194109

 

Page 9 of 17 Pages

 

 

1

Name of Reporting Person
Rosy Glow 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
Republic of Seychelles

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
224,286,241
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
224,286,241
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
224,286,241
(1)

10

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

11

Percent of Class Represented by Amount in Row 9
8.32%
(2) (or 1.31%(2) of the aggregate voting power)

12

Type of Reporting Person
CO

 

 

(1)
Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd., and (iii) 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 1.31% of the total outstanding voting power.

9

 

CUSIP No. 985194109

 

Page 10 of 17 Pages

 

 

1

Name of Reporting Person
Best Belief PTC Limited as the trustee of The Best Belief Family Trust

 

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
224,286,241
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
224,286,241
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
224,286,241
(1)

10

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

11

Percent of Class Represented by Amount in Row 9
8.32%
(2) (or 1.31%(2) of the aggregate voting power)

12

Type of Reporting Person
OO

 

 

(1)
Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd., and (iii) 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 1.31% of the total outstanding voting power.

10

 

CUSIP No. 985194109

 

Page 11 of 17 Pages

 

 

1

Name of Reporting Person
Xu Xiaoping

 

2

Check the Appropriate Box if a Member of a Group

(a)

(b)

 

3

SEC Use Only

4

Citizenship or Place of Organization
Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
224,286,241
(1)

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
224,286,241
(1)

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
224,286,241
(1)

10

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

11

Percent of Class Represented by Amount in Row 9
8.32%
(2) (or 1.31%(2) of the aggregate voting power)

12

Type of Reporting Person
IN

 

 

(1)
Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd., and (iii) 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(2)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.The voting power of the shares beneficially owned represented 1.31% of the total outstanding voting power.

 

 

11

 

CUSIP No. 985194109

 

Page 12 of 17 Pages

 

Item 1(a).

Name of Issuer:
Yatsen Holding Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Building No. 35, Art Port International Creation Center, No. 2519 Xingang East Road, Haizhu District, Guangzhou 510330, People’s Republic of China

 

 

Item 2(a).

Name of Person Filing:

(i)
Zhen Partners Fund IV, L.P.
(ii)
Zhen Partners Management (MTGP) IV, L.P.
(iii)
Zhen Partners Management (TTGP) IV, Ltd.
(iv)
Zhen Fund COV LLC
(v)
Zhen Advisors Ltd.
(vi)
Zhen International Ltd.
(vii)
Success Origin Limited
(viii)
Rosy Glow Holdings Limited
(ix)
Best Belief PTC Limited
(x)
Xu Xiaoping

 

 (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The addresses of the Reporting Persons are:

 

(i) Zhen Partners Fund IV, L.P.

P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands

 

(ii) Zhen Partners Management (MTGP) IV, L.P.

P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands

 

(iii) Zhen Partners Management (TTGP) IV, Ltd.

P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands

 

(iv) Zhen Fund COV LLC

P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands

 

(v) Zhen Advisors Ltd.

P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands

 

(vi) Zhen International Ltd.

Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands

 

(vii) Success Origin Limited

Intershore Chambers P.O Box 4342, Road Town, Tortola, British Virgin Islands

 

(viii) Rosy Glow Holdings Limited

306 Victoria House, Victoria, Mahe, Seychelles

 

(ix) Best Belief PTC Limited

3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands

 

(x) Xu Xiaoping

32 Orange Grove Road, M812, Le Grove Serviced Residences, Singapore

 

12

 

CUSIP No. 985194109

 

Page 13 of 17 Pages

 

Item 2(c)

Citizenship:
 

Zhen Partners Fund IV, L.P. – Cayman Islands

Zhen Partners Management (MTGP) IV, L.P. – Cayman Islands

Zhen Partners Management (TTGP) IV, Ltd. – Cayman Islands

Zhen Fund COV LLC - Cayman Islands

Zhen Advisors Ltd. – Cayman Islands

Zhen International Ltd. – British Virgin Islands

Success Origin Limited – British Virgin Islands

Rosy Glow Holdings Limited – Republic of Seychelles

Best Belief PTC Limited – British Virgin Islands

Xu Xiaoping – Canada

 

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, par value US$0.00001 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, on all matters submitted to shareholders 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.

 

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. No CUSIP has been assigned to the Issuer’s 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 persons filing is a:

 

Not applicable.

13

 

CUSIP No. 985194109

 

Page 14 of 17 Pages

 

Item 4.

Ownership:

 

The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:

Reporting Persons

Ordinary Shares Held Directly(1)

Shared Voting
Power
(1)

Shared Dispositive Power(1)

Beneficial Ownership(1)

Percentage of Total Ordinary Shares(1)(3)

Percentage of the Aggregate Voting Power(1)(3)

Zhen Partners Fund IV, L.P.(2)

222,231,601

222,231,601

222,231,601

222,231,601

8.24%

1.30%

Zhen Partners Management (MTGP) II, L.P.(2)

0

222,231,601

222,231,601

222,231,601

8.24%

1.30%

Zhen Partners Management (TTGP) II, Ltd.(2)

0

222,231,601

222,231,601

222,231,601

8.24%

1.30%

Zhen Fund COV LLC(2)

0

0

0

0

0%

0%

Zhen Advisors Ltd.(2)

637,328

637,328

637,328

637,328

0.02%

0.004%

Zhen International Ltd.(2)

0

222,868,929

222,868,929

222,868,929

8.26%

1.30%

Success Origin Limited(2)

1,417,312

1,417,312

1,417,312

1,417,312

0.05%

0.01%

Rosy Glow Holdings Limited(2)

0

224,286,241

224,286,241

224,286,241

8.32%

1.31%

Best Belief PTC Limited(2)

0

224,286,241

224,286,241

224,286,241

8.32%

1.31%

Xu Xiaoping(2)

0

224,286,241

224,286,241

224,286,241

8.32%

1.31%

 

____________

(1)
Represents the number of Class A ordinary shares (including Class A ordinary shares represented by ADSs) beneficially owned by the Reporting Persons as of December 31, 2022.
(2)
The manager of Zhen Fund COV LLC is Zhen Advisors Ltd., which is wholly owned by Zhen International Ltd. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.
(3)
The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing.

 

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.

14

 

CUSIP No. 985194109

 

Page 15 of 17 Pages

 

 

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.

15

 

CUSIP No. 985194109

 

Page 16 of 17 Pages

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

 

16

 

CUSIP No. 985194109

 

Page 17 of 17 Pages

 

SIGNATURE

 

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

 

Dated: February 14, 2023

 

 

Zhen Partners Fund IV, L.P.

 

By:

Zhen Partners Management (MTGP) IV, L.P.

 

By:

Zhen Partners Management (TTGP) IV, Ltd.

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

 

Zhen Partners Management (MTGP) IV, L.P.

 

By:

Zhen Partners Management (TTGP) IV, Ltd.

its General Partner

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

Zhen Partners Management (TTGP) IV, Ltd.

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

Zhen Fund COV LLC

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

Zhen Advisors Ltd.

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

Zhen International Ltd.

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

Success Origin Limited

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

 

Rosy Glow Holdings Limited

 

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

 

Best Belief PTC Limited

 

 

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Authorized Signatory

 

 

 

 

Xu Xiaoping

 

 

 

/s/ Xu Xiaoping

 

17