UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Yatsen Holding Limited
(Name of Issuer)
Class A ordinary shares, US$0.00001 par value per share
(Title of Class of Securities)
985194109**
(CUSIP Number)
December 31, 2020
(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 New York Stock Exchange under the symbol “YSG.” Each ADS represents fifteen ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.
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 Person
Icecrystou Holding 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
92,296,964 (1) |
| |
6 | Shared Voting Power
0 |
| |
7 | Sole Dispositive Power
92,296,964 (1) |
| |
8 | Shared Dispositive Power
0 |
| | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
92,296,964 (1) |
| | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| | |
| 11 | Percent of Class Represented by Amount in Row 9
5.0% (2) |
| | |
| 12 | Type of Reporting Person
CO |
____________
(1) | Represents 92,296,964 Class B ordinary shares directly held by Icecrystou Holding Limited, which are convertible into Class A ordinary shares on an one-for-one basis and are deemed to be converted into Class A ordinary shares for purposes of determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Person and calculating the corresponding ownership percentage of the Reporting Person. |
(2) | Calculated based on a total of 1,736,321,157 Class A ordinary shares of the Issuer outstanding as of December 31, 2020 and 92,296,964 Class A ordinary shares deemed to have been converted from the same amount of Class B ordinary shares beneficially owned by the Reporting Persons as of December 31, 2020. |
2
| 1 | Name of Reporting Person
Jianhua Lyu |
| | |
| 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
92,296,964 (1) |
| |
6 | Shared Voting Power
0 |
| |
7 | Sole Dispositive Power
92,296,964 (1) |
| |
8 | Shared Dispositive Power
0 |
| | |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
92,296,964 (1) |
| | |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
| | |
| 11 | Percent of Class Represented by Amount in Row 9
5.0% (2) |
| | |
| 12 | Type of Reporting Person IN |
____________
(1) | Represents 92,296,964 Class B ordinary shares directly held by Icecrystou Holding Limited, which are convertible into Class A ordinary shares on an one-for-one basis and are deemed to be converted into Class A ordinary shares for purposes of determining the aggregate amount of Class A ordinary shares beneficially owned by the Reporting Person and calculating the corresponding ownership percentage of the Reporting Person. |
(2) | Calculated based on a total of 1,736,321,157 Class A ordinary shares of the Issuer outstanding as of December 31, 2020 and 92,296,964 Class A ordinary shares deemed to have been converted from the same amount of Class B ordinary shares beneficially owned by the Reporting Persons as of December 31, 2020. |
3
Item 1(a). | Name of Issuer:
Yatsen Holding Limited (the “Issuer”) |
Item 1(b). | Address of Issuer’s Principal Executive Offices:
32-35, 38/F, Poly Midtown Plaza, No.23 East Xuanyue Street, Haizhu District, Guangzhou 510330, People's Republic of China |
Item 2(a). | Name of Person Filing:
(i) Icecrystou Holding Limited; and (ii) Jianhua Lyu (collectively, the “Reporting Persons”) |
Item 2(b). | Address of Principal Business Office or, if none, Residence:
For Icecrystou Holding Limited
c/o Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands For Jianhua Lyu
c/o 32-35, 38/F, Poly Midtown Plaza, No.23 East Xuanyue Street, Haizhu District, Guangzhou 510330, People's Republic of China |
Item 2(c) | Citizenship:
Icecrystou Holding Limited – British Virgin Islands
Jianhua Lyu – People’s Republic of China |
Item 2(d). | Title of Class of Securities:
Class A ordinary shares, $0.00001 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 twenty votes per share. 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, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares of the Issuer. |
|
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: |
| | | | | | | |
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: |
Icecrystou Holding Limited | 92,296,964 | 5.0% | 8.8% | 92,296,964 | 0 | 92,296,964 | 0 |
Jianhua Lyu | 92,296,964 | 5.0% | 8.8% | 92,296,964 | 0 | 92,296,964 | 0 |
As of December 31, 2020, Jianhua Lyu beneficially owns 92,296,964 Class B ordinary shares, representing 92,296,964 Class B ordinary shares directly held by Icecrystou Holding Limited, a British Virgin Islands company wholly-owned by Mr. Jianhua Lyu.
As of December 31, 2020, the Issuer had a total of 1,736,321,157 Class A ordinary shares and 960,852,606 Class B ordinary shares outstanding.
4
The percent of class for each Reporting Person is obtained by dividing (i) the total Class A ordinary shares beneficially owned by such Reporting Person as of December 31, 2020, by (ii) the total Class A ordinary shares of the Issuer outstanding as of December 31, 2020. Pursuant to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) held by each Reporting Person are deemed to be converted for the purpose of (i) determining the aggregate amount of Class A ordinary shares beneficially owned by each Reporting Person and (ii) calculating the percentages of the Class A ordinary shares beneficially owned by each Reporting Person.
The percent of aggregate voting power each Reporting Person is calculated by dividing (i) the total voting power represented by the Class A ordinary shares and Class B ordinary shares beneficially owned by such Reporting Person as of December 31, 2020, by (ii) the voting power represented by the total outstanding share capital of the Issuer as of December 31, 2020. 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 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 |
5
LIST OF EXHIBITS
6
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 10, 2021
| | ICECRYSTOU HOLDING LIMITED |
| | | |
| | By: | /s/ Jianhua Lyu |
| | Name: | Jianhua Lyu |
| | Title: | Director |
| | | |
| | JIANHUA LYU |
| | | |
| | /s/ Jianhua Lyu | |
| | Jianhua Lyu | |
