Amendment: SEC Form SC 13G/A filed by Viomi Technology Co. Ltd

11/12/24 6:35:53 AM ET

$VIOT

Consumer Electronics/Appliances

Consumer Discretionary

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SC 13G/A 1 tm2428165d1_sc13ga.htm SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.3)*

Viomi Technology Co., Ltd.

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

92762J 103**

(CUSIP Number)

September 30, 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)

¨ 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 disclosures provided in a prior cover page.

CUSIP number 92762J 103 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Stock Market under the symbol “VIOT.” Each ADS represents three Class A ordinary shares of the issuer. No CUSIP number has been assigned to the Class A ordinary shares of the issuer.

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 (however, see the Notes).

1	NAME OF REPORTING PERSON Koh Tuck Lye
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC Use Only
4	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 28,350,246⁽¹⁾
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 28,350,246⁽¹⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,350,246⁽¹⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8%
12	TYPE OF REPORTING PERSON IN

(1)

Represents 28,350,246 Class A ordinary shares (represented by 9,450,082 ADSs) held by Shunwei Talent Limited. Shunwei Talent 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., and the general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited, which is controlled by Mr. Koh Tuck Lye.

1	NAME OF REPORTING PERSON Shunwei Capital Partners II GP Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 28,350,246⁽²⁾
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 28,350,246⁽²⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,350,246⁽²⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8%
12	TYPE OF REPORTING PERSON CO

(2)

1	NAME OF REPORTING PERSON Shunwei Capital Partners II GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 28,350,246⁽³⁾
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 28,350,246⁽³⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,350,246⁽³⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8%
12	TYPE OF REPORTING PERSON PN

(3)

1	NAME OF REPORTING PERSON Shunwei China Internet Fund II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER 28,350,246 (4)
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 28,350,246⁽⁴⁾
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,350,246⁽⁴⁾
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8%
12	TYPE OF REPORTING PERSON PN

(4)

Represents 28,350,246 Class A ordinary shares (represented by 9,450,082 ADSs) held by Shunwei Talent Limited. Shunwei Talent Limited is wholly owned by Shunwei China Internet Fund II, L.P.

1	NAME OF REPORTING PERSON Shunwei Talent 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 28,350,246
		6	SHARED VOTING POWER 0
		7	SOLE DISPOSITIVE POWER 28,350,246
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,350,246
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 27.8%
12	TYPE OF REPORTING PERSON CO

Item 1(a).

Name of Issuer:

Viomi Technology Co., Ltd (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, Guangdong, 510220, People’s Republic of China

Item 2(a).

Name of Person Filing:

(i)

Koh Tuck Lye,

(ii)

Shunwei Capital Partners II GP Limited,

(iii)

Shunwei Capital Partners II GP, L.P.,

(iv)

Shunwei China Internet Fund II, L.P., and

(v)

Shunwei Talent Limited (collectively, the “Reporting Persons”)

Item 2(b).

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

(i)

Koh Tuck Lye
111 Somerset Road, TripleOne Somerset, #07-07 Singapore 238164

(ii)

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

(iii)

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

(iv)

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

(v)

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

Item 2(c).

Citizenship:

(i)

Koh Tuck Lye – Singapore

(ii)

Shunwei Capital Partners II GP Limited – Cayman Islands

(iii)

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

(iv)

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

(v)

Shunwei Talent Limited – British Virgin Islands

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, $0.00001 par value 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 ten 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.

Item 2(e).

CUSIP Number:

92762J 103

This CUSIP number applies to the American depositary shares of the Issuer, each representing three Class A ordinary shares of the Issuer, par value $0.00001 per share. No CUSIP has been assigned to the Class A ordinary shares of the Issuer.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:

Not applicable

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 to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Koh Tuck Lye		28,350,246		27.8	%		2.5	%		28,350,246		0		28,350,246		0
Shunwei Capital Partners II GP Limited		28,350,246		27.8	%		2.5	%		28,350,246		0		28,350,246		0
Shunwei Capital Partners II GP, L.P.		28,350,246		27.8	%		2.5	%		28,350,246		0		28,350,246		0
Shunwei China Internet Fund II, L.P.		28,350,246		27.8	%		2.5	%		28,350,246		0		28,350,246		0
Shunwei High Tech Limited		28,350,246		27.8	%		2.5	%		28,350,246		0		28,350,246		0

As of September 30, 2024, 28,350,246 Class A ordinary shares (represented by 9,450,082 ADSs) were directly held by Shunwei Talent Limited. Shunwei Talent 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., and the general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited, which is controlled by Mr. Koh Tuck Lye.

The percentage of class of securities beneficially owned by each Reporting Person is based on 101,932,544 Class A ordinary shares of the Issuer as of February 29, 2024, and the percentage of aggregate voting power is based on 101,932,544 Class A ordinary shares and 102,764,550 Class B ordinary shares of the Issuer as of February 29, 2024, as disclosed in the Issuer’s annual report for the fiscal year of 2023. 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. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

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 Controlling Person:

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

LIST OF EXHIBITS

Exhibit No.		Description

A*		Joint Filing Agreement by and among the Reporting Persons as Exhibit 99.(A) to the Schedule 13G filed with the U.S. Securities and Exchange Commission on February 1, 2019

Previously filed

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.

Dated: November 12, 2024

	Koh Tuck Lye

	/s/ Koh Tuck Lye

	Shunwei Capital Partners II GP Limited

	By:	/s/ Koh Tuck Lye
	Name:	Koh Tuck Lye
	Title:	Director

	Shunwei Capital Partners II GP, L.P.

	By:	/s/ Koh Tuck Lye
	Name:	Koh Tuck Lye
	Title:	Authorized Representative

	Shunwei China Internet Fund II, L.P.

	By:	/s/ Koh Tuck Lye
	Name:	Koh Tuck Lye
	Title:	Authorized Representative

	Shunwei Talent Limited

	By:	/s/ Koh Tuck Lye
	Name:	Koh Tuck Lye
	Title:	Director

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Amendment: SEC Form SC 13G/A filed by Viomi Technology Co. Ltd

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