Sec Form 13G Filing - Shunwei China Internet Fund II L.P. filing for BlueCity Holdings LimitedBlueCity Holdings Limited - 2022-02-14

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 09610L 106 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “BLCT.” Each two (2) ADSs represent one Class A ordinary share of the issuer.

  Name of Reporting Person

  Shunwei Ventures III Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  938,890⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  938,890⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  938,890 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  5.0%⁽²⁾ (or 2.4%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 938,890 Class A ordinary shares (represented by 1,877,779 ADSs) held by Shunwei Ventures III Limited.

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021. The voting power of the shares beneficially owned represented 2.4% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei China Internet Fund II, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  938,890⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  938,890⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  938,890⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  5.0%⁽²⁾ (or 2.4%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 938,890 Class A ordinary shares (represented by 1,877,779 ADSs) held by Shunwei Ventures III Limited. Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P.

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,114,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021. The voting power of the shares beneficially owned represented 2.4% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Capital Partners II GP, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  938,890⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  938,890⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  938,890⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  5.0%⁽²⁾ (or 2.4%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 938,890 Class A ordinary shares (represented by 1,877,779 ADSs) held by Shunwei Ventures III Limited. Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P.

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,114,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021. The voting power of the shares beneficially owned represented 2.4% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Capital Partners II GP Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  938,890⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  938,890⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  938,890 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  5.0%⁽²⁾ (or 2.4%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 938,890 Class A ordinary shares (represented by 1,877,779 ADSs) held by Shunwei Ventures III Limited. Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited.

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,114,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021. The voting power of the shares beneficially owned represented 2.4% of the total outstanding voting power.

  Name of Reporting Person

  Silver Unicorn Ventures Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  938,890⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  938,890⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  938,890 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  5.0%⁽²⁾ (or 2.4%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 938,890 Class A ordinary shares (represented by 1,877,779 ADSs) held by Shunwei Ventures III Limited. Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. Shunwei Capital Partners II GP Limited is controlled by Silver Unicorn Ventures Limited.

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,114,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021. The voting power of the shares beneficially owned represented 2.4% of the total outstanding voting power.

  Name of Reporting Person

  Koh Tuck Lye

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Singapore

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  938,890 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  938,890 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  938,890 ⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  5.0%⁽²⁾ (or 2.4%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  IN

Represents 938,890 Class A ordinary shares (represented by 1,877,779 ADSs) held by Shunwei Ventures III Limited. Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. Shunwei Capital Partners II GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,114,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021. The voting power of the shares beneficially owned represented 2.4% of the total outstanding voting power.

Name of Issuer:

BlueCity Holdings Limited

Address of Issuer’s Principal Executive Offices:

Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District, Beijing, China

Name of Person Filing:

(i) Koh Tuck Lye,

(ii) Silver Unicorn Ventures Limited,

(iii) Shunwei Capital Partners II GP Limited,

(iv) Shunwei Capital Partners II GP, L.P.,

(v) Shunwei China Internet Fund II, L.P., and

(vi) Shunwei Ventures III Limited (collectively, the “Reporting Persons”)

Address of Principal Business Office or, if none, Residence:

The addresses of the Reporting Persons are:

(i) Koh Tuck Lye

32D Watten Rise, Singapore 286651

(ii) Silver Unicorn Ventures Limited

Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110,British Virgin Islands

(iii) Shunwei Capital Partners II GP Limited

Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands

(iv) Shunwei Capital Partners II GP, L.P.

Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands

(v) Shunwei China Internet Fund II, L.P.

Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands

(vi) Shunwei Ventures III Limited

Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110,British Virgin Islands

Citizenship:

(i) Koh Tuck Lye – Singapore

(ii) Silver Unicorn Ventures Limited – British Virgin Islands

(iii) Shunwei Capital Partners II GP Limited – Cayman Islands

(iv) Shunwei Capital Partners II GP, L.P. – Cayman Islands

(v) Shunwei China Internet Fund II, L.P. – Cayman Islands

(vi) Shunwei Ventures III Limited – British Virgin Islands

Title of Class of Securities:

Class A ordinary shares, par value US$0.0001 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 five votes per share, on all matters submitted to shareholders 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.

CUSIP Number:

CUSIP number 09610L 106 has been assigned to the ADSs of the Issuer.

Reporting Persons

Shunwei Ventures III Limited ⁽³⁾

Shunwei China Internet Fund II, L.P.⁽³⁾

Shunwei Capital Partners II GP, L.P. ⁽³⁾

Shunwei Capital Partners II GP Limited ⁽³⁾

Silver Unicorn Ventures Limited ⁽³⁾

Tuck Lye Koh ⁽³⁾

The beneficial ownership percentage is calculated based on 18,609,905 ordinary shares of the Issuer as a single class, being the sum of (i) 13,495,065 Class A ordinary shares issued and outstanding as of September 30, 2021, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of September 30, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported on the Issuer’s Form 6-K filed with the Securities and Exchange Commission on November 26, 2021.

The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to five votes, on all matters submitted to them for vote.

Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. Shunwei Capital Partners II GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

Exhibit No.

Description

Previous filed

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh