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
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% |
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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
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only
| ||
4 | Citizenship or Place of Organization
| ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
2
CUSIP No. 985194109 |
| Page 3 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only
| ||
4 | Citizenship or Place of Organization
| ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
3
CUSIP No. 985194109 |
| Page 4 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only
| ||
4 | Citizenship or Place of Organization
| ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
4
CUSIP No. 985194109 |
| Page 5 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only
| ||
4 | Citizenship or Place of Organization
| ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| ||
11 | Percent of Class Represented by Amount in Row 9
| ||
12 | Type of Reporting Person |
5
CUSIP No. 985194109 |
| Page 6 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only
| ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
| ||
11 | Percent of Class Represented by Amount in Row 9
| ||
12 | Type of Reporting Person |
6
CUSIP No. 985194109 |
| Page 7 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
7
CUSIP No. 985194109 |
| Page 8 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
8
CUSIP No. 985194109 |
| Page 9 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
9
CUSIP No. 985194109 |
| Page 10 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
10
CUSIP No. 985194109 |
| Page 11 of 17 Pages |
1 | Name of Reporting Person
| ||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| ||
3 | SEC Use Only | ||
4 | Citizenship or Place of Organization | ||
Number of | 5 | Sole Voting Power
| |
6 | Shared Voting Power
| ||
7 | Sole Dispositive Power
| ||
8 | Shared Dispositive Power
| ||
9 | Aggregate Amount Beneficially Owned by Each Reporting Person | ||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares | ||
11 | Percent of Class Represented by Amount in Row 9 | ||
12 | Type of Reporting Person |
11
CUSIP No. 985194109 |
| Page 12 of 17 Pages |
Item 1(a). | Name of Issuer: |
Item 1(b). | Address of Issuer’s Principal Executive Offices:
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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:
(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
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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
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Item 2(d). | Title of Class of Securities:
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.
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Item 2(e). | CUSIP Number:
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.
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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 | 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% |
____________
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 |
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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. |
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Item 8. | Identification and Classification of Members of the Group: |
| Not applicable. |
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Item 9. | Notice of Dissolution of Group: |
| Not applicable. |
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Item 10. | Certifications: |
| Not applicable. |
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CUSIP No. 985194109 |
| Page 16 of 17 Pages |
LIST OF EXHIBITS
Exhibit No. |
| Description |
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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. |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Zhen Partners Management (MTGP) IV, L.P. | |
| By: | Zhen Partners Management (TTGP) IV, Ltd. its General Partner |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Zhen Partners Management (TTGP) IV, Ltd. | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Zhen Fund COV LLC | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Zhen Advisors Ltd. | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Zhen International Ltd. | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Success Origin Limited | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Rosy Glow Holdings Limited | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Best Belief PTC Limited | |
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| By: | /s/ Xu Xiaoping |
| Name: | Xu Xiaoping |
| Title: | Authorized Signatory |
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| Xu Xiaoping | |
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| /s/ Xu Xiaoping |
17