Amended Statement of Ownership (sc 13g/a)
30 Janeiro 2023 - 9:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities
Act of 1934
(Amendment No. 2)
So-Young International
Inc.
(Name of Issuer)
Class A ordinary
shares, par value $0.0005 per share
American Depositary
Shares
(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:
*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.
** This CUSIP number was assigned to the
American Depositary Shares (“ADSs”) of So-Young International Inc. (the “Issuer”), which are quoted on the Nasdaq
Global Market under the symbol “SY.” 13 ADSs represent 10 Class A ordinary shares, par value $0.0005 per share (“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.
| CUSIP
No. 83356Q108 |
Schedule
13G |
Page 2
of 8 Pages |
| 1 |
NAME
OF REPORTING PERSON
Hui Shao |
| 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
*(1) |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
*(1) |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5%(2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
(1) As
of December 31, 2022 and as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities.
| CUSIP
No. 83356Q108 |
Schedule
13G |
Page 3
of 8 Pages |
| 1 |
NAME OF REPORTING PERSON
ATCG 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
*(1) |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
*(1) |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
*(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 5% |
| 12 |
TYPE OF REPORTING PERSON
CO |
(1) As
of December 31, 2022 and as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities.
| CUSIP
No. 73172K104 |
13
G |
Page 4
of 8 Pages |
ITEM 1.
So-Young International Inc.
(the “Issuer”)
| (b) | Address
of Issuer’s Principal Executive Offices: |
Block 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) Hui Shao
(ii) ATCG Holdings Limited
(collectively, the “Reporting Persons”)
| (b) | Address
of Principal Office: |
Tower A5, Central Park Plaza,
Chaoyang District, Beijing 100026, People’s Republic of China
Hui Shao—People’s
Republic of China
ATCG Holdings Limited—British
Virgin Islands
| (d) | Title
of Class of Securities: |
Class A ordinary shares,
par value $0.0005 per share, of the Issuer (“Class A Ordinary Shares”), represented by ADSs
The Issuer’s ordinary
shares consist of Class A Ordinary Shares and Class B ordinary shares, par value $0.0005 per share (“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.
83356Q108
This CUSIP number was assigned
to the ADSs of the Issuer. 13 ADSs represent 10 Class A Ordinary Shares. The CUSIP number of Class A Ordinary Shares is G83114
101.
| CUSIP
No. 73172K104 |
13
G |
Page 5
of 8 Pages |
| 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).(Post) |
| (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).(Principal) |
| (h) | ¨ A
savings association 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) | ¨ Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
Not applicable.
As of December 31, 2022
and as of the date hereof, each of the reporting persons has ceased to be the beneficial owner of more than five percent of the class
of securities.
| ITEM 5. | Ownership
of Five Percent or Less of a Class |
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following x.
| ITEM
6. | Ownership
of More than Five Percent on Behalf of Another
Person |
Not applicable.
| CUSIP
No. 73172K104 |
13
G |
Page 6
of 8 Pages |
| 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 the Group |
Not applicable.
Not applicable.
| CUSIP
No. 73172K104 |
13
G |
Page 7
of 8 Pages |
SIGNATURE
After reasonable
inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
| Dated: January 30, 2023 |
|
| |
|
| |
Hui Shao |
| |
|
| |
By: |
/s/ Hui Shao |
| |
|
| |
ATCG Holdings Limited |
| |
|
| |
By: |
/s/ Hui Shao |
| |
Name: Hui Shao |
| |
Title: Director |
| CUSIP
No. 73172K104 |
13
G |
Page 8
of 8 Pages |
LIST OF EXHIBITS
TO SCHEDULE 13G
So Young (NASDAQ:SY)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
So Young (NASDAQ:SY)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024
