UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment N/A)*
YS Biopharma Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value US$0.00002 per share
(Title of Class of Securities)
G9845F109
(CUSIP Number)
December 31, 2023
(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. |
The information required in 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).
Schedule 13G
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
All Brilliance Investments 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 |
| 5. | Sole Voting Power | |
| Number of | 38,972,000 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 0 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 38,972,000 | |
| With: | 8. | Shared Dispositive Power |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 38,972,000 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 41.9%1 | |
| 12. | Type of Reporting Person |
| CO |
| 1 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
2
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Yi ZHANG |
| 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 |
| 5. | Sole Voting Power | |
| Number of | 629,188 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 38,972,000 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 629,188 | |
| With: | 8. | Shared Dispositive Power |
| 38,972,000 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 39,601,1882 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 42.6%4 | |
| 12. | Type of Reporting Person |
| IN |
| 2 | The Reporting Person is the 100% shareholder of All Brilliance Investments Limited, which beneficially owns 41.9% of the Issuer’s outstanding ordinary shares. The number of ordinary shares beneficially owned by All Brilliance Investments Limited includes 38,972,000 ordinary shares. |
| 3 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
3
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Hopeful World Company 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 |
| 5. | Sole Voting Power | |
| Number of | 4,571,500 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 0 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 4,571,500 | |
| With: | 8. | Shared Dispositive Power |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,571,500 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 14.9%4 | |
| 12. | Type of Reporting Person |
| CO |
| 4 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
4
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Rui MI |
| 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 |
| 5. | Sole Voting Power | |
| Number of | 0 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 4,571,500 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 0 | |
| With: | 8. | Shared Dispositive Power |
| 4,571,500 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 4,571,5005 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 4.9%6 | |
| 12. | Type of Reporting Person |
| IN |
| 5 | The Reporting Person is the 100% shareholder of Hopeful World Company Limited, which beneficially owns 4.9% of the Issuer’s outstanding ordinary shares. The number of ordinary shares beneficially owned by Hopeful World Company Limited includes 4,571,500 ordinary shares. |
| 6 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
5
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Acton Town International 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 |
| 5. | Sole Voting Power | |
| Number of | 2,435,750 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 0 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 2,435,750 | |
| With: | 8. | Shared Dispositive Power |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,435,750 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 2.6%7 | |
| 12. | Type of Reporting Person |
| CO |
| 7 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
6
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Nan ZHANG |
| 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 |
| 5. | Sole Voting Power | |
| Number of | 13,339 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 2,435,750 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 13,339 | |
| With: | 8. | Shared Dispositive Power |
| 2,435,750 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,449,0898 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 2.6%9 | |
| 12. | Type of Reporting Person |
| IN |
| 8 | The Reporting Person is the 100% shareholder of Acton Town International Limited, which beneficially owns 2.6% of the Issuer’s outstanding ordinary shares. The number of ordinary shares beneficially owned by Acton Town International Limited includes 2,435,750 ordinary shares. |
| 9 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
7
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Apex Pride Global 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 |
| 5. | Sole Voting Power | |
| Number of | 2,435,750 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 0 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 2,435,750 | |
| With: | 8. | Shared Dispositive Power |
| 0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,435,750 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 2.6%10 | |
| 12. | Type of Reporting Person |
| CO |
| 10 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
8
CUSIP No. G9845F109
| 1. | Names of Reporting Persons.
Xu ZHANG |
| 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 |
| 5. | Sole Voting Power | |
| Number of | 31,658 | |
| Shares | 6. | Shared Voting Power |
| Beneficially | ||
| Owned by | 2,435,750 | |
| Each | 7. | Sole Dispositive Power |
| Reporting | ||
| Person | 31,658 | |
| With: | 8. | Shared Dispositive Power |
| 2,435,750 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 2,467,40811 | |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares |
| ¨ | |
| 11. | Percent of Class Represented by Amount in Row (9) |
| 2.7%12 | |
| 12. | Type of Reporting Person |
| IN |
| 11 | The Reporting Person is the 100% shareholder of Apex Pride Global Limited, which beneficially owns 2.6% of the Issuer’s outstanding ordinary shares. The number of ordinary shares beneficially owned by Hopeful World Company Limited includes 2,435,750 ordinary shares. |
| 12 | Percentage of ownership of ordinary shares herein is calculated based on the number of ordinary shares beneficially owned by the Reporting Person divided by a total of 93,058,197 ordinary shares of the Issuer outstanding as of December 31, 2023, based on information provided by the Issuer. |
9
Schedule 13G
CUSIP No. G9845F109
EXPLANATORY NOTE:
The Reporting Persons are exempt investors required to file a Schedule 13G pursuant to Rule 13d-1(d). They have not had an acquisition of securities of the Issuer that would require a Schedule 13D, and their use of Schedule 13G does not prohibit them from having a control purpose. Nevertheless, the Reporting Persons are providing certain disclosures in this Schedule 13G regarding a proposed extraordinary general meeting of the shareholders of the Issuer and regarding their petition for a just and equitable wind-up of the Issuer filed in the Grand Court of the Cayman Islands.
ITEM 1.
| (a) | Name of Issuer: |
YS Biopharma Co., Ltd.
| (b) | Address of Issuer’s Principal Executive Offices: |
Building No. 2, 38 Yongda Road, Daxing Biomedical Industry Park, Daxing District, Beijing, PRC
ITEM 2.
| (a) | Name of Person Filing: |
All Brilliance Investments Limited
Yi ZHANG
Hopeful World Company Limited
Rui MI
Acton Town International Limited
Nan ZHANG
Apex Pride Global Limited
Xu ZHANG
| (b) | Address of Principal Business Office, or if None, Residence: |
All Brilliance Investments Limited: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Yi ZHANG: No. 120-2, Yuansheng Villa, Huangcun Town, Daxing, District, Beijing, PRC
Hopeful World Company Limited: Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
Rui MI: No. 120-2, Yuansheng Villa, Huangcun Town, Daxing, District, Beijing, PRC
Acton Town International Limited: Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands
Nan ZHANG: No. 120-2, Yuansheng Villa, Huangcun Town, Daxing, District, Beijing, PRC
Apex Pride Global Limited: Portcullis TrustNet Chambers, P.O. Box 3444, Road Town, Tortola, British Virgin Islands
Xu ZHANG: No. 120-2, Yuansheng Villa, Huangcun Town, Daxing, District, Beijing, PRC
| (c) | Citizenship: |
All Brilliance Investments Limited: British Virgin Islands
Yi ZHANG: People’s Republic of China
Hopeful World Company Limited: British Virgin Islands
Rui MI: People’s Republic of China
Acton Town International Limited: British Virgin Islands
Nan ZHANG: People’s Republic of China
Apex Pride Global Limited: British Virgin Islands
Xu ZHANG: People’s Republic of China
| (d) | Title of Class of Securities: |
Ordinary shares, par value US$0.00002 per share, of the Issuer
| (e) | CUSIP Number: |
G9845F109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
ITEM 4. OWNERSHIP.
| (a) | Amount beneficially owned: |
See the response to Item 9 on the attached cover pages.
10
| (b) | Percentage of class: |
See the responses to Item 11 on the attached cover pages.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
See the responses to Item 5 on the attached cover pages.
| (ii) | Shared power to vote or to direct the vote: |
See the responses to Item 6 on the attached cover pages.
| (iii) | Sole power to dispose or to direct the disposition of: |
See the responses to Item 7 on the attached cover pages.
| (iv) | Shared power to vote or to direct the disposition of: |
See the responses to Item 8 on the attached cover pages.
On February 8, 2024, Mr. Yi ZHANG, All Brilliance Investments Limited, Hopeful World Company Limited, Acton Town International Limited, and Apex Pride Global Limited (collectively, the “Convening Shareholders”) published a notice of an extraordinary general meeting of shareholders (“EGM”) and a related proxy statement, as amended on February 15, 2024 (the “Solicitation Materials”), with respect to the calling of the EGM to be held on February 16, 2024, pursuant to the Issuer’s Amended and Restated Articles of Association. The Convening Shareholders intend to vote the shares reported herein, and are soliciting proxies from other shareholders of the Issuer, in support of the proposals listed in the Solicitation Materials, including:
| • | the removal of the following directors from office with immediate effect: Mr. Hui SHAO, Mr. Bo TAN, Dr. Ajit SHETTY, Dr. Viren MEHTA, Mr. Shaojing TONG, Ms. Rachel YU, Dr. Yuntao CUI, Dr. Jin WANG, Mr. Henry CHEN, Mr. Haitao ZHAO, Mr. Pierson Yue PAN, and Ms. Brenda Chunyuan WU; and |
| • | the election of the following seven nominees as directors with immediate effect: Ms. Nan ZHANG, Ms. Yun (Monica) ZHANG, Mr. Chi Keung (Peter) LUI, Mr. Jing Xian LI, Mr. Yi ZHANG, Dr. Yuan LIU, and Mr. Jimin WANG. |
The full text of the Solicitation Materials is attached hereto as Exhibit A and is incorporated herein by reference.
On February 13, 2024, Mr. Yi ZHANG filed a petition in the Grand Court of the Cayman Islands seeking an order for the winding up of the Issuer pursuant to section 92(e) of the Companies Act (2023 Revision) on the grounds that it is just and equitable that the Issuer be wound up (the “Petition”). The full text of the Petition is attached hereto as Exhibit B and is incorporated herein by reference.
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.
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.
11
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.
Date: February 14, 2024
| All Brilliance Investments Limited | ||
| By: | /s/ Yi ZHANG | |
| Name: Yi ZHANG | ||
| Title: Director | ||
| /s/ Yi ZHANG | ||
| Name: Yi ZHANG | ||
| Hopeful World Company Limited | ||
| By: | /s/ Rui MI | |
| Name: Rui MI | ||
| Title: Director | ||
| /s/ Rui MI | ||
| Name: Rui MI | ||
| Acton Town International Limited | ||
| By: | /s/ Nan ZHANG | |
| Name: Nan ZHANG | ||
| Title: Director | ||
| /s/ Nan ZHANG | ||
| Name: Nan ZHANG | ||
| Apex Pride Global Limited | ||
| By: | /s/ Yi ZHANG | |
| Name: Yi ZHANG | ||
| Title: Director | ||
| /s/ Xu ZHANG | ||
| Name: Xu ZHANG | ||
12
Exhibit Index
| Exhibit | |
| No. | Exhibit |
| A | Solicitation Materials |
| B | Petition |
| 99.1 | Joint Filing Agreement |
13
