SEC Form 3 filed by new insider Wang Ying Kate
$RLX
Medicinal Chemicals and Botanical Products
Health Care
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
RLX Technology Inc. [ RLX ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class B ordinary shares | 308,714,990 | I | Held by Leo Valley Holding Limited(1) |
| Voting rights of Class A ordinary shares | 412,501,527 | I | Voting power pursuant to acting-in-concert undertakings(2) |
| Voting rights of Class A ordinary shares | 71,840,780 | I | Held by BJ BJ Limited(3) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | 01/31/2023 | 09/30/2030 | Class A ordinary shares | 11,973,460 | $0.15 | I | Held by BJ BJ Limited(3) |
| Stock Option (right to buy) | 01/31/2024 | 09/30/2030 | Class A ordinary shares | 5,986,730 | $0.15 | I | Held by BJ BJ Limited(3) |
| Stock Option (right to buy) | 01/31/2025 | 09/30/2030 | Class A ordinary shares | 5,986,730 | $0.15 | I | Held by BJ BJ Limited(3) |
| Explanation of Responses: |
| 1. Represents 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited, a British Virgin Islands company. Ms. Ying (Kate) Wang is the sole director of Leo Valley Holding Limited. Leo Valley Holding Limited is beneficially owned and controlled by Lion Valley Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited, on behalf of and for the benefit of The Alpha Trust as the trustee. Ms. Ying (Kate) Wang is the settlor and enforcer of The Alpha Trust, and Ms. Wang and her family members are the trust's beneficiaries. |
| 2. On October 19, 2022, RLX Technology Inc., Leo Valley Holding Limited and Ms. Ying (Kate) Wang entered into the Founders' Acting-In-Concert Undertakings with (i) Mr. Long (David) Jiang and Longtian Holding Limited, (ii) Mr. Yilong Wen and StarryInv Holding Limited, and (iii) certain minority shareholders of RLX Technology Inc. Pursuant to such undertakings, each of the foregoing parties agreed to act in concert with Leo Valley Holding Limited, and to take the same actions as Leo Valley Holding Limited, with respect to all matters requiring shareholder approval of RLX Technology Inc. |
| 3. Represents 23,946,920 Class A ordinary shares held by BJ BJ Limited for the purpose of administering share incentive awards under the 2021 Plan. For the avoidance of doubt, the 71,840,780 Class A ordinary shares held by BJ BJ Limited reported in Table I include 23,946,920 Class A shares underlying stock options held by Ms. Ying (Kate) Wang. These 23,946,920 shares are disclosed in Table II for informational purposes only and do not represent additional shares beyond the Table I. |
| /s/ Ying (Kate) Wang | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||