| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 6
)*
|
Viomi Technology Co., Ltd (Name of Issuer) |
Class A ordinary shares, $0.00001 par value per share (Title of Class of Securities) |
92762J103 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | 92762J103 |
| 1 | Names of Reporting Persons Xiaoping Chen | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CHINA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 71,997,521.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 35.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
As of December 31, 2024, Xiaoping Chen beneficially owned 3,461,155 Class A ordinary shares and 68,536,366 Class B ordinary shares, representing (i) 800,000 Class A ordinary shares in the form of ADSs beneficially owned by Xiaoping Chen; (ii) 2,200,000 Class A ordinary shares and 67,636,364 Class B ordinary shares beneficially owned by Viomi Limited; (iii) 397,611 Class A ordinary shares in the form of ADS beneficially owned by VioCloud Limited, and (iv) 900,002 Class B ordinary shares and 63,544 Class A ordinary shares in the form of ADS beneficially owned by certain employees.
Viomi Limited is wholly owned by a trust established for the benefit of Xiaoping Chen and his family. VioCloud Limited is wholly owned by Foshan Yunmi Electric Appliances Technology Co., Ltd. Xiaoping Chen directly holds 99.78% equity interests in Foshan Yunmi Electric Appliances Technology Co., Ltd. and holds another 0.22% equity interests in it through a limited partnership controlled and managed by Xiaoping Chen. The abovementioned certain employees granted an irrevocable voting proxy for all their ordinary shares to Mr. Xiaoping Chen, and thus Mr. Xiaoping Chen has shared power to direct the voting of such shares but no power to dispose the same.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 204,623,122 ordinary shares (being the sum of 101,858,572 Class A ordinary shares (excluding 12,475,707 Class A ordinary shares that were issued to the Issuer's depositary bank and are reserved for future grants under the Issuer's share incentive plans and 11,827,024 Class A ordinary shares that were repurchased by the Issuer) and 102,764,550 Class B ordinary shares) of the Issuer outstanding as of December 31, 2024. 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. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
SCHEDULE 13G |
| CUSIP No. | 92762J103 |
| 1 | Names of Reporting Persons Viomi Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization VIRGIN ISLANDS, BRITISH | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 69,836,364.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 34.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
As of December 31, 2024, 2,200,000 Class A ordinary shares and 67,636,364 Class B ordinary shares were beneficially owned by Viomi Limited, a British Virgin Islands company wholly owned by Xiaoping Chen.
Viomi Limited is wholly owned by a trust established for the benefit of Xiaoping Chen and his family.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 204,623,122 ordinary shares (being the sum of 101,858,572 Class A ordinary shares (excluding 12,475,707 Class A ordinary shares that were issued to the Issuer's depositary bank and are reserved for future grants under the Issuer's share incentive plans and 11,827,024 Class A ordinary shares that were repurchased by the Issuer) and 102,764,550 Class B ordinary shares) of the Issuer outstanding as of December 31, 2024. 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. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
SCHEDULE 13G |
| CUSIP No. | 92762J103 |
| 1 | Names of Reporting Persons VioCloud Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization HONG KONG | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 397,611.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
As of December 31, 2024, 397,611 Class A ordinary shares in the form of ADS were beneficially owned by VioCloud Limited, a Hong Kong company controlled by Xiaoping Chen.
VioCloud Limited is wholly owned by Foshan Yunmi Electric Appliances Technology Co., Ltd. Xiaoping Chen directly holds 99.78% equity interests in Foshan Yunmi Electric Appliances Technology Co., Ltd. and holds another 0.22% equity interests in it through a limited partnership controlled and managed by Xiaoping Chen.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 204,623,122 ordinary shares (being the sum of 101,858,572 Class A ordinary shares (excluding 12,475,707 Class A ordinary shares that were issued to the Issuer's depositary bank and are reserved for future grants under the Issuer's share incentive plans and 11,827,024 Class A ordinary shares that were repurchased by the Issuer) and 102,764,550 Class B ordinary shares) of the Issuer outstanding as of December 31, 2024. 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. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Viomi Technology Co., Ltd | |
| (b) | Address of issuer's principal executive
offices: Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, F4, 510220 | |
| Item 2. | ||
| (a) | Name of person filing: (i) Xiaoping Chen,
(ii) Viomi Limited, and
(iii) VioCloud Limited (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if
none, residence: Xiaoping Chen
c/o Wansheng Square, Rm 1302 Tower C, Xingang East Road
Haizhu District, Guangzhou, Guangdong, 510220
People's Republic of China
Viomi Limited
c/o NovaSage Incorporation (BVI) Limited of NovaSage Chambers, P.O. Box 4389
Road Town, Tortola
British Virgin Islands
VioCloud Limited
Unit 08, 15/F Witty Commercial Building, 1A-1L Tung Choi Street, Hong Kong
Hong Kong | |
| (c) | Citizenship: Xiaoping Chen - People's Republic of China
Viomi Limited - British Virgin Islands
VioCloud Limited - Hong Kong | |
| (d) | Title of class of securities: Class A ordinary shares, $0.00001 par value per share | |
| (e) | CUSIP No.: 92762J103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Xiaoping Chen - 71,997,521
Viomi Limited - 69,836,364
VioCloud Limited - 397,611 | |
| (b) | Percent of class: Xiaoping Chen - 35.2%, representing 61.0% of the total outstanding voting power
Viomi Limited - 34.1%, representing 60.1% of the total outstanding voting power
VioCloud Limited - 0.2%, representing 0.0% of the total outstanding voting power % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Xiaoping Chen - 71,033,975
Viomi Limited - 69,836,364
VioCloud Limited - 397,611 | ||
| (ii) Shared power to vote or to direct the
vote: Xiaoping Chen - 963,546
Viomi Limited - 0
VioCloud Limited - 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Xiaoping Chen - 71,033,975
Viomi Limited - 69,836,364
VioCloud Limited - 397,611 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Xiaoping Chen - 0
Viomi Limited - 0
VioCloud Limited - 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| 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. |
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Exhibit
Information |
Exhibit A - Joint Filing Agreement by and between the Reporting Persons, dated as of February 13, 2025 |