Form SC 13G/A So-Young International Filed by: Jin Xing

 

 

	UNITED STATES 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)*

 

So-Young International Inc. 

(Name of Issuer)

 

Class A ordinary shares, par value of $0.0005 per share 

(Title of Class of Securities)

 

83356Q108** 

(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)
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.

 

** CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Stock Market LLC under the symbol “SY.” Each 13 ADSs represent 10 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 (however, see the Notes).

 

 

 

	1	Name of Reporting Persons Xing Jin
	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 12,844,615 (1)
			6		Shared Voting Power 0
			7		Sole Dispositive Power 12,844,615 (1)
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 12,844,615 (1)
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11	Percent of Class Represented by Amount in Row 9 15.0%. (2) The voting power of the shares beneficially owned represent 83.2% of the total outstanding voting power.
	12	Type of Reporting Person IN

 

(1)            Represents (i) 844,615 Class A ordinary shares directly held by Mr. Xing Jin, and (ii) 12,000,000 Class B ordinary shares held by Beauty & Health Holdings Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Xing Jin through a family trust. 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.

 

(2)            The percentage of the class of securities is calculated by dividing a total of 85,688,653 ordinary shares (being the sum of 73,688,653 Class A ordinary shares and 12,000,000 Class B ordinary shares, including (i) Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer and (ii) Class A ordinary shares underlying ADSs repurchased by the Issuer) of the Issuer outstanding as of December 31, 2022 as a single class.

 

 

	1	Name of Reporting Persons Beauty & Health 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 12,000,000 (1)
			6		Shared Voting Power 0
			7		Sole Dispositive Power 12,000,000 (1)
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 12,000,000 (1)
	10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares  ¨
	11	Percent of Class Represented by Amount in Row 9 14.0%. (2) The voting power of the shares beneficially owned represent 83.0% of the total outstanding voting power.
	12	Type of Reporting Person CO

 

(1)            Represents 12,000,000 Class B ordinary shares directly held by Beauty & Health Holdings Limited.

 

(2)            The percentage of the class of securities is calculated by dividing a total of 85,688,653 ordinary shares (being the sum of 73,688,653 Class A ordinary shares and 12,000,000 Class B ordinary shares, including (i) Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer and (ii) Class A ordinary shares underlying ADSs repurchased by the Issuer) of the Issuer outstanding as of December 31, 2022 as a single class.

 

 

Item 1(a).	Name of Issuer: So-Young International Inc. (the “Issuer”)
Item 1(b).	Address of Issuer’s Principal Executive Offices: Tower 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) Xing Jin, (ii) Beauty & Health Holdings Limited (collectively, the “Reporting Persons”)
Item 2(b).	Address of Principal Business Office or, if none, Residence: Xing Jin c/o Tower E, Ronsin Technology Center No. 34 Chuangyuan Road Chaoyang District, Beijing, 100012 People's Republic of China   Beauty & Health Holdings Limited c/o Tower E, Ronsin Technology Center No. 34 Chuangyuan Road Chaoyang District, Beijing, 100012 People's Republic of China
Item 2(c)	Citizenship: Xing Jin - People Republic of China Beauty & Health Holdings Limited - British Virgin Islands
Item 2(d).	Title of Class of Securities: Class A ordinary shares, $0.0005 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 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.
Item 2(e).	CUSIP Number: 83356Q108   This CUSIP number applies to the American depositary shares (the "ADSs") of the Issuer, 13 ADSs representing 10 Class A ordinary shares of the Issuer, par value $0.0005 per share. The CUSIP number of Class A ordinary shares is G83114 101.
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:

 

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2022:

 

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:
Xing Jin			12,844,615	(1)			15.0	%(2)			83.2	%(3)			12,844,615	(1)			0				12,844,615	(1)			0
Beauty & Health     Holdings     Limited			12,000,000				14.0	%(2)			83.0	%(3)			12,000,000				0				12,000,000				0

 

 

(1)

Represents 844,615 Class A ordinary shares directly held by Mr. Xing Jin, and 12,000,000 Class B ordinary shares held by Beauty & Health Holdings Limited, a company incorporated in the British Virgin Islands and controlled by Mr. Xing Jin through a family trust. 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.

 

(2)

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 85,688,653 ordinary shares (being the sum of 73,688,653 Class A ordinary shares and 12,000,000 Class B ordinary shares, including (i) Class A ordinary shares issued to the depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the share incentive plans of the Issuer and (ii) Class A ordinary shares underlying ADSs repurchased by the Issuer) of the Issuer outstanding as of December 31, 2022 as a single class. 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)

For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of Class A and Class B ordinary shares of the Issuer 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 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

 

 

LIST OF EXHIBITS

 

Exhibit No.	Description
A	Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 12, 2020 by the reporting persons with the United States Securities and Exchange Commission)

 

 

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 8, 2023

 

	XING JIN
	/s/ Xing Jin
	BEAUTY & HEALTH HOLDINGS LIMITED
	By:	/s/ Xing Jin
	Name:	Xing Jin
	Title:	Director

 

 

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