UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.)*
So-Young International Inc.
(Name of Issuer)
Class A Ordinary Shares, $0.0005 par value per share**
American Depositary Shares
(Title of Class of Securities)
83356Q108
(CUSIP Number)
c/o Suite 2901, 29th Floor, the Center
99 Queen's Road Central, Central, Hong Kong
Attention: Ms. Lam Lai Ming
Telephone: +852 2115 8810
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 22, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
* | 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. |
** | Not for trading, but in connection with the registration of American Depositary Shares, 13 American depositary shares represent 10 Class A ordinary shares. |
*** | CUSIP number of the American Depositary Shares. |
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.
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. 83356Q108 | 13D | Page 1 |
1 | Names of reporting persons
Absolute Fortune Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
2,616,027 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,616,027 ADS |
11 | Aggregate amount beneficially owned by each reporting person
2,616,027 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
3.02%* | |||||
14 | Type of reporting person (see instructions)
CO |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 2 |
1 | Names of reporting persons
Orchid Asia VI, L.P. | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
2,485,226 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,485,226 ADS |
11 | Aggregate amount beneficially owned by each reporting person
2,485,226 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
2.87%* | |||||
14 | Type of reporting person (see instructions)
PN |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 3 |
1 | Names of reporting persons
Orchid Asia V Co-Investment, Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
130,801 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
130,801 ADS |
11 | Aggregate amount beneficially owned by each reporting person
130,801 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
0.15%* | |||||
14 | Type of reporting person (see instructions)
CO |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 4 |
1 | Names of reporting persons
OAVI Holdings, L.P. | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
2,485,226 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,485,226 ADS |
11 | Aggregate amount beneficially owned by each reporting person
2,485,226 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
2.87%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 5 |
1 | Names of reporting persons
Orchid Asia VI GP, Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
2,485,226 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
2,485,226 ADS |
11 | Aggregate amount beneficially owned by each reporting person
2,485,226 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
2.87%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 6 |
1 | Names of reporting persons
Golden Horizon Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
4,029,756 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
4,029,756 ADS |
11 | Aggregate amount beneficially owned by each reporting person
4,029,756 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
4.65%* | |||||
14 | Type of reporting person (see instructions)
CO |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 7 |
1 | Names of reporting persons
Orchid Asia VII, L.P. | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
5,425,714 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
5,425,714 ADS |
11 | Aggregate amount beneficially owned by each reporting person
5,425,714 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
6.27%* | |||||
14 | Type of reporting person (see instructions)
PN |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 8 |
1 | Names of reporting persons
Orchid Asia VII Co-Investment, Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
PF | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
407,178 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
407,178 ADS |
11 | Aggregate amount beneficially owned by each reporting person
407,178 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
0.47%* | |||||
14 | Type of reporting person (see instructions)
CO |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 9 |
1 | Names of reporting persons
OAVII Holdings, L.P. | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
5,425,714 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
5,425,714 ADS |
11 | Aggregate amount beneficially owned by each reporting person
5,425,714 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
6.27%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 10 |
1 | Names of reporting persons
Orchid Asia VII GP, Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
5,425,714 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
5,425,714 ADS |
11 | Aggregate amount beneficially owned by each reporting person
5,425,714 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
6.27%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 11 |
1 | Names of reporting persons
Orchid Asia V Group Management, Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
7,910,940 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
7,910,940 ADS |
11 | Aggregate amount beneficially owned by each reporting person
7,910,940 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
9.14%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 12 |
1 | Names of reporting persons
Orchid Asia V Group, Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Cayman Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
7,910,940 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
7,910,940 ADS |
11 | Aggregate amount beneficially owned by each reporting person
7,910,940 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
9.14%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 13 |
1 | Names of reporting persons
AREO Holdings Limited | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
British Virgin Islands |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
8,448,919 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
8,448,919 ADS |
11 | Aggregate amount beneficially owned by each reporting person
8,448,919 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
9.76%* | |||||
14 | Type of reporting person (see instructions)
HC |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 14 |
1 | Names of reporting persons
Ms. Lam Lai Ming | |||||
2 | Check the appropriate box if a member of a group (a) ☐ (b) ☐
| |||||
3 | SEC use only
| |||||
4 | Source of funds (see instructions)
N/A | |||||
5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
☐ | |||||
6 | Citizenship or place of organization
Hong Kong |
Number of shares beneficially owned by each reporting person with
| 7 | Sole voting power
0 | ||||
8 | Shared voting power
8,448,919 ADS | |||||
9 | Sole dispositive power
0 | |||||
10 | Shared dispositive power
8,448,919 ADS |
11 | Aggregate amount beneficially owned by each reporting person
8,448,919 ADS | |||||
12 | Check box if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
13 | Percent of class represented by amount in Row (11)
9.76%* | |||||
14 | Type of reporting person (see instructions)
IN |
* Calculated using the number of outstanding Class A ordinary shares of 66,613,419 as reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 American depositary shares represent 10 Class A ordinary shares.
CUSIP No. 83356Q108 | 13D | Page 15 |
Item 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to the Class A ordinary shares, par value $0.0005 per share, of So-Young International Inc., a Cayman Islands company (the "Issuer"), whose principal executive offices are located at Block E, Rosin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing, 100012, People's Republic of China.
Item 2. IDENTITY AND BACKGROUND
(a) This Statement is being jointly filed by the following persons (collectively, the "Reporting Persons" and each a "Reporting Person"):
(i) Absolute Fortune Limited, a Cayman Islands limited company;
(ii) Orchid Asia VI, L.P., a Cayman Islands exempted limited partnership;
(iii) Orchid Asia V Co-Investment, Limited, a Cayman Islands limited company;
(iv) OAVI Holdings, L.P., a Cayman Islands exempted limited partnership;
(v) Orchid Asia VI GP, Limited, a Cayman Islands limited company;
(vi) Golden Horizon Limited, a Cayman Islands limited company;
(vii) Orchid Asia VII, L.P., a Cayman Islands exempted limited partnership;
(viii) Orchid Asia VII Co-Investment Limited, a Cayman Islands limited company;
(ix) OAVII Holdings, L.P., a Cayman Islands exempted limited partnership;
(x) Orchid Asia VII GP, Limited, a Cayman Islands limited company;
(xi) Orchid Asia V Group Management, Limited, a Cayman Islands limited company;
(xii) Orchid Asia V Group, Limited, a Cayman Islands limited company;
(xiii) AREO Holdings Limited, a British Virgin Islands limited company; and
(xiv) Ms. Lam Lai Ming, a citizen of Hong Kong.
The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d)(3) of the Act. This Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group. Each Reporting Person expressly disclaims beneficial ownership in the securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.
b) Residence or Business Address:
The address of principal business office of Absolute Fortune Limited, Golden Horizon Limited and Orchid Asia VII Co-Investment, Limited is:
c/o Vistra (Cayman) Limited P. O. Box 31119, Grand Pavilion Hibiscus Way, 802 West Bay Road Grand Cayman, KY1-1205 Cayman Islands
The address of principal business office of Orchid Asia VI, L.P., OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Orchid Asia VII, L.P., OAVII Holdings, L.P. Orchid Asia VII GP, Limited, Orchid Asia V Group Management, Limited, Orchid Asia V Group, Limited is:
c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands
The address of principal business office of Orchid Asia V Co-Investment, Limited is:
c/o Corporate Management Solutions (Cayman) ltd. Two Artillery Court, 2/F, 161 Shedden Road PO box 799, George Town Grand cayman, KY1-1103 Cayman Islands
The address of principal business office of AREO Holdings Limited is:
c/o Vistra Corporate Services Centre Wickhams Cay II, Road Town Tortola, VG 1110, British Virgin Islands
The residential address of Ms. Lam Lai Ming is:
c/o Suite 2901, 29th Floor, The Center 99 Queen's Road Central, Central, Hong Kong.
(c) Absolute Fortune Limited, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, Golden Horizon Limited, Orchid Asia VII, L.P. and Orchid Asia VII Co-Investment Limited are part of Orchid Asia V Group, Limited, an investment complex that focuses on companies in Asia and China in particular.
Orchid Asia VI, L.P. and Orchid Asia V- Co Investment, Limited are the immediate shareholders of Absolute Fortune Limited. Orchid Asia VII, L.P. and Orchid Asia VII- Co Investment, Limited are the immediate shareholders of Golden Horizon Limited.
OAVI Holdings, L.P. is the general partner of Orchid Asia VI, L.P. Orchid Asia VI GP, Limited is the general partner of OAVI Holdings, L.P. which is in turned a wholly owned subsidiary of Orchid Asia V Group Management, Limited.
OAVII Holdings, L.P. is the general partner of Orchid Asia VII, L.P. Orchid Asia VII GP, Limited is the general partner of OAVII Holdings, L.P. which is in turned a wholly owned subsidiary of Orchid Asia V Group Management, Limited.
Orchid Asia V Group Management Ltd. is a wholly-owned subsidiary of Orchid Asia V Group, Limited and is also the investment manager of Orchid Asia VI, L.P. and Orchid Asia VII, L.P.
Orchid Asia V Group, Limited is a wholly-owned subsidiary of AREO Holdings Limited. AREO Holdings Limited is wholly-owned by Ms. Lam Lai Ming.
AREO Holdings Limited is also the controlling shareholder of Orchid Asia V Co-Investment, Limited and Orchid Asia VII Co-Investment, Limited.
(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None of the of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The place of organization of Absolute Fortune Limited, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Golden Horizon Limited, Orchid Asia VII, L.P., Orchid Asia VII Co-Investment, Limited, OAVII Holdings, L.P., Orchid Asia VII GP, Limited, Orchid Asia V Group Management, Limited, and Orchid Asia V Group, Limited is Cayman Islands. The place of organization of AREO Holdings Limited is the British Virgin Islands. The citizenship of Ms. Lam Lai Ming is Hong Kong.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
From August 30, 2019 to October 22, 2019, Orchid Asia VII, L.P. and Orchid Asia VII Co-Investment, Limited respectively purchased 1,678,040 and 125,096 American Depositary Shares ("ADS"), 13 of which represent 10 Class A ordinary shares of the Issuer. A total of US$19,838,647.67 was paid to acquire the ADS.
Orchid Asia VII, L.P. and Orchid Asia VII Co-Investment, Limited purchased the ADS using the cash on hand.
Item 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the shares to which this Statement relates in the ordinary course of business for investment purposes because they believe that the shares of the Issuer are undervalued and represent an attractive investment opportunity.
The Reporting Persons may engage in discussions with management, the Board of Directors, other shareholders of the Issuer and other relevant parties, including representatives of any of the foregoing, concerning the Reporting Persons' investment in the Common Shares and the Issuer, including, without limitation, matters concerning the Issuer's business, operations, board appointments, governance, performance, management, capitalization, trading of the shares of the Issuer at a discount to the Issuer's net asset value and strategic plans and matters relating to the open or closed end nature of the Issuer and timing of any potential liquidation of the Issuer. The Reporting Persons may exchange information with any persons pursuant to appropriate confidentiality or similar agreements or otherwise, work together with any persons pursuant to joint agreements or otherwise, propose changes in the Issuer's business, operations, board appointments, governance, management, capitalization, strategic plans or matters relating to the open or closed end nature of the Issuer or timing of any potential liquidation of the Issuer, or propose or engage in one or more other actions set forth herein.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position and strategic direction, actions taken by management or the Board of Directors, price levels of the shares of the Issuer, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional shares of the Issuer or selling some or all of their shares of the Issuer, engaging in short selling of or any hedging or similar transactions with respect to the shares of the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect to their investment in the shares of the Issuer.
Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons have not entered into any agreement with any third party to act together for the purpose of acquiring, holding, voting or disposing of the shares of the Issuer reported herein.
CUSIP No. 83356Q108 | 13D | Page 16 |
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the Reporting Persons' current ownership in the securities of the Issuer is set forth on the cover pages to this Statement and is incorporated by reference herein. The ownership percentage appearing on such pages has been calculated based on 66,613,419 Class A ordinary shares outstanding as of June 30, 2019, reported to be outstanding in the Issuer's Form 6-K filed with the Securities Exchange Commission on August 30, 2019. 13 ADS represent 10 Class A ordinary shares.
Absolute Fortune Limited beneficially owns 2,616,027 ADS, which represents approximately 3.02% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Orchid Asia VI, L.P. may be deemed to beneficially own 2,485,226 ADS, which represents approximately 2.87% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Orchid Asia V Co-Investment, Limited may be deemed to beneficially own 130,801 ADS, which represents approximately 0.15% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
OAVI Holdings, L.P. may be deemed to beneficially own 2,485,226 ADS, which represents approximately 2.87% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Orchid Asia VI GP, Limited may be deemed to beneficially own 2,485,226 ADS, which represents approximately 2.87% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Golden Horizon Limited beneficially owns 4,029,756 ADS, which represents approximately 4.65% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Orchid Asia VII, L.P. beneficially owns 1,678,040 ADS and may be deemed to beneficially own 3,747,674 ADS, which represents approximately 6.27% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Orchid Asia VII Co-Investment Limited beneficially owns 125,096 ADS and may be deemed to beneficially own 282,082 ADS, which represents approximately 0.47% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
OAVII Holdings, L.P. may be deemed to beneficially own 5,425,714 ADS, which represents approximately 6.27% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Orchid Asia VII GP, Limited may be deemed to beneficially own 5,425,714 ADS, which represents approximately 6.27% of the Issuer's outstanding shares calculated in accordance with the requirements of Rule 13d-3 under the Act.
Each of Orchid Asia V Group Management, Limited and Orchid Asia V Group, Limited may be deemed to own an aggregate of 7,910,940 ADS, which constitutes approximately 9.14% of the Issuer's outstanding shares, calculated in accordance with Rule 13d-3 under the Act.
Each of AREO Holdings Limited and Ms. Lam Lai Ming may be deemed to beneficially own an aggregate of 8,448,919 ADS, which constitutes approximately 9.76% of the Issuer's outstanding shares, calculated in accordance with Rule 13d-3 under the Act.
(b) The number of Class A ordinary shares as to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into this Item 5(b).
CUSIP No. 83356Q108 | 13D | Page 17 |
(c) The following table sets forth all transactions with respect to ADS effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were purchases of ADS effected in the open market.
Name of Reporting Person | Date of Transaction | Amount of ADS | Price Per Share ($) |
Orchid Asia VII, L.P. | 08/30/2019 | 608,302 | 11.83 |
Orchid Asia VII, L.P. | 09/03/2019 | 295,398 | 11.21 |
Orchid Asia VII, L.P. | 09/04/2019 | 160,546 | 11.46 |
Orchid Asia VII, L.P. | 09/05/2019 | 157,508 | 11.23 |
Orchid Asia VII, L.P. | 09/10/2019 | 12,364 | 11.01 |
Orchid Asia VII, L.P. | 09/11/2019 | 67,922 | 10.99 |
Orchid Asia VII, L.P. | 09/12/2019 | 46,236 | 11.00 |
Orchid Asia VII, L.P. | 10/16/2019 | 6 | 8.70 |
Orchid Asia VII, L.P. | 10/17/2019 | 4,058 | 8.68 |
Orchid Asia VII, L.P. | 10/18/2019 | 62,300 | 8.88 |
Orchid Asia VII, L.P. | 10/22/2019 | 263,400 | 8.96 |
Orchid Asia VII Co-Investment, Limited | 08/30/2019 | 45,600 | 11.84 |
Orchid Asia VII Co-Investment, Limited | 09/03/2019 | 25,000 | 11.19 |
Orchid Asia VII Co-Investment, Limited | 09/04/2019 | 12,000 | 11.47 |
Orchid Asia VII Co-Investment, Limited | 09/05/2019 | 11,444 | 11.23 |
Orchid Asia VII Co-Investment, Limited | 09/11/2019 | 4,700 | 11.23 |
Orchid Asia VII Co-Investment, Limited | 09/12/2019 | 3,000 | 11.00 |
Orchid Asia VII Co-Investment, Limited | 10/17/2019 | 802 | 8.88 |
Orchid Asia VII Co-Investment, Limited | 10/18/2019 | 4,350 | 8.88 |
Orchid Asia VII Co-Investment, Limited | 10/22/2019 | 18,200 | 8.96 |
(d) Under certain circumstances set forth in the amended and restated limited partnership agreement and the memorandum and articles of association of each of Absolute Fortune Limited, Orchid Asia VI, L.P., Orchid Asia V Co-Investment, Limited, OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Golden Horizon Limited, Orchid Asia VII, L.P., Orchid Asia VII Co-Investment, Limited, OAVII Holdings, L.P., Orchid Asia VII GP, Limited, Orchid Asia V Group Management, Limited, Orchid Asia V Group, Limited and AREO Holdings Limited, the partners or shareholders of each of such entities, as applicable, may be deemed to have the right to receive dividends from, or the proceeds from, the sale of the Class A ordinary shares of the Issuer owned by each such entity of which they are a partner or shareholder.
(e) Not applicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
N/A
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A: Joint Filing Agreement
CUSIP No. 83356Q108 | 13D | Page 18 |
SIGNATURES
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.
Date: October 22, 2019
Absolute Fortune Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia VI, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia V Co-Investment, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
OAVI Holdings, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia VI GP, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Golden Horizon Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia VII, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia VII Co-Investment, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
OAVII Holdings, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia VII GP, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia V Group Management, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia V Group, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
AREO Holdings Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Lam Lai Ming | ||
/s/ Lam Lai Ming | ||
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D, and any amendments thereto, with respect to the Class A ordinary shares of So-Young International Inc., and that this agreement be included as an Exhibit to such filing.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
IN WITNESS WHEREOF, each of the undersigned hereby executes this Agreement as of October 22, 2019
Date: October 22, 2019
Absolute Fortune Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia VI, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia V Co-Investment, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
OAVI Holdings, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia VI GP, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Golden Horizon Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia VII, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia VII Co-Investment, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
OAVII Holdings, L.P. | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Authorized Representative | ||
Orchid Asia VII GP, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia V Group Management, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Orchid Asia V Group, Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
AREO Holdings Limited | ||
/s/ Gabriel Li | ||
Name: Gabriel Li | ||
Title: Director | ||
Lam Lai Ming | ||
/s/ Lam Lai Ming | ||