Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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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) |
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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 985194109 |
| 1 | Names of Reporting Persons
Slumdunk Holding Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
650,765,914.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
35.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares beneficially owned by Slumdunk Holding Limited represent (a) 45,722,880 Class A ordinary shares in the form of American depositary shares and 600,572,880 Class B ordinary shares directly held by Slumdunk Holding Limited, a British Virgin Islands company wholly-owned by Mr. Jinfeng Huang; and (b) 4,470,234 Class A ordinary shares directly held by Yellow Bee Limited, a British Virgin Islands company. Slumdunk Holding Limited owns the entire voting shares of Yellow Bee Limited and Mr. Jinfeng Huang is the sole director of Yellow Bee Limited. Class B ordinary shares are convertible into Class A ordinary shares on a 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. The voting power of the shares beneficially owned by Slumdunk Holding Limited represented 91.1% of the total voting power of the Issuer.
SCHEDULE 13G
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| CUSIP No. | 985194109 |
| 1 | Names of Reporting Persons
Jinfeng Huang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
650,765,914.00 | ||||||||
| 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)
35.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares beneficially owned by Jinfeng Huang represent (a) 45,722,880 Class A ordinary shares in the form of American depositary shares and 600,572,880 Class B ordinary shares directly held by Slumdunk Holding Limited, a British Virgin Islands company wholly-owned by Mr. Jinfeng Huang; and (b) 4,470,234 Class A ordinary shares directly held by Yellow Bee Limited, a British Virgin Islands company. Slumdunk Holding Limited owns the entire voting shares of Yellow Bee Limited and Mr. Jinfeng Huang is the sole director of Yellow Bee Limited. Class B ordinary shares are convertible into Class A ordinary shares on a 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. The voting power of the shares beneficially owned by Jinfeng Huang represented 91.1% of the total voting power of the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Yatsen Holding Limited | |
| (b) | Address of issuer's principal executive offices:
Floor 39, Poly Development Plaza, No.832 Yue Jiang Zhong Rd., Haizhu Dist. Guangzhou 510335, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Slumdunk Holding Limited(ii) Jinfeng Huang | |
| (b) | Address or principal business office or, if none, residence:
For Slumdunk Holding Limitedc/o Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin IslandsFor Jinfeng Huangc/o Floor 39, Poly Development Plaza, No.832 Yue Jiang Zhong Rd., Haizhu Dist. Guangzhou 510335, People's Republic of China | |
| (c) | Citizenship:
Slumdunk Holding Limited - British Virgin IslandsJinfeng Huang - People's Republic of China | |
| (d) | Title of class of securities:
Class A ordinary shares, US$0.00001 par value per share | |
| (e) | CUSIP No.:
985194109 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row (9) of each cover page. As of December 31, 2024, Jinfeng Huang beneficially owned 50,193,034 Class A ordinary shares and 600,572,880 Class B ordinary shares, consisting of (i) 4,470,234 Class A ordinary shares directly held by Yellow Bee Limited, and (ii) 45,722,880 Class A ordinary shares in the form of American depositary shares and 600,572,880 Class B ordinary shares directly held by Slumdunk Holding Limited. Slumdunk Holding Limited owns the entire voting shares of Yellow Bee Limited and Mr. Jinfeng Huang is the sole director of Yellow Bee Limited. | |
| (b) | Percent of class:
See Row (11) of each cover page. 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, 2024 on an as-converted basis, by (ii) the total Class A ordinary shares of the Issuer outstanding as of December 31, 2024, on an as-converted basis. 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 (x) determining the aggregate amount of Class A ordinary shares beneficially owned by each Reporting Person and (y) calculating the percentages of the Class A ordinary shares beneficially owned by each Reporting Person.As of December 31, 2024, the Issuer had a total of 1,234,627,468 Class A ordinary shares and 600,572,880 Class B ordinary shares outstanding. The CUSIP number 985194109 applies to the American depositary shares ("ADSs") of the Issuer, which are quoted on New York Stock Exchange under the symbol "YSG." Each ADS represents twenty Class A ordinary shares of the Issuer, par value $0.00001 per share. No CUSIP number has been assigned to ordinary shares of the Issuer. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row (5) of each cover page. The percent of aggregate voting power for 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, 2024, by (ii) the voting power represented by the total outstanding share capital of the Issuer as of December 31, 2024. 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. | ||
| (ii) Shared power to vote or to direct the vote:
See Row (6) of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Certain persons holding minority stakes in Yellow Bee Limited may be deemed to have the right to receive dividend from, or the proceeds from the sale of the equity securities held of record by Yellow Bee Limited, and such interest relates to no more than 0.2% of outstanding Class A ordinary shares (calculated based on all outstanding Class B ordinary shares beneficially owned by the Reporting Persons being deemed to have been converted into the same amount of Class A ordinary shares). | ||
| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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
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Exhibit 99.1: Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 10, 2021 by the Reporting Persons with the Securities and Exchange Commission) |