Sec Form 13G Filing - ATCG Holdings Ltd filing for SO-YOUNG INTL INC SPONSORED AD (SY) - 2020-02-21

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 83356Q108

Schedule 13G

Page 2 of 7 Pages

1

Name of Reporting Person
Hui Shao

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
15,722,644(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
15,722,644(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,722,644

10

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

11

Percent of Class Represented by Amount in Row (9)
19.3%(2)

The voting power of the shares beneficially owned represent 3.7% of the total outstanding voting power.

12

Type of Reporting Person
IN

CUSIP No. 83356Q108

Schedule 13G

Page 3 of 7 Pages

1

Name of Reporting Person
ATCG Holdings Limited

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
15,722,644(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
15,722,644(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,722,644

10

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

11

Percent of Class Represented by Amount in Row (9)
19.3%(2)

The voting power of the shares beneficially owned represent 3.7% of the total outstanding voting power.

12

Type of Reporting Person
CO

CUSIP No. 73172K104

13 G

Page 4 of 7 Pages

Item 1.

(a)

Name of Issuer:
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

(c)

Citizenship:
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.

(e)

CUSIP Number:
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.

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)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U. S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).(Post)

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).(Principal)

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

o

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)

o

Group, in accordance with § 240.13d–1(b)(1)(ii)(J).

Not applicable.

CUSIP No. 73172K104

13 G

Page 5 of 7 Pages

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
direct
the
vote

Sole
power to
dispose or
to direct
the
disposition
of

Shared
power to
dispose
or to
direct
the
disposition
of:

Hui Shao

15,722,644(1)

19.3%(2)

3.7%(3)

15,722,644(1)

0

15,722,644(1)

0

ATCG Holdings Limited

15,722,644(1)

19.3%(2)

3.7%(3)

15,722,644(1)

0

15,722,644(1)

0

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 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.

Item 10.

Certification

Not applicable.

CUSIP No. 73172K104

13 G

Page 6 of 7 Pages

Hui Shao

By:

/s/ Hui Shao

ATCG Holdings Limited

By:

/s/ Hui Shao

Name:

Hui Shao

Title:

Director

CUSIP No. 73172K104

13 G

Page 7 of 7 Pages

Exhibit No.

Description

A

Joint Filing Agreement