SEC Form SC 13D/A filed by Aesthetic Medical International Holdings Group Ltd. (Amendment)

** No CUSIP number has been assigned to ordinary shares, par value $0.001 per share (“Ordinary Shares”), of Aesthetic Medical International Holdings Group Limited (the “Issuer”). CUSIP number 00809M104 was assigned to the American Depositary Shares (“ADSs”) of, which are quoted on the Nasdaq Global Market under the symbol “AIH.” Each ADS represents three Ordinary Shares.

 

(1) Calculated based on the number of Ordinary Shares owned by the Reporting Person divided by the sum of (i) 70,703,671 issued and outstanding Ordinary Shares of the Issuer as of June 15, 2022, and (ii) 21,413,276 ordinary shares issued to Hawyu (HK) Limited, as reported by the Issuer in its Form 6-K filed on July 14, 2022.

1	NAMES OF REPORTING PERSONS
	ADV Opportunities Fund I, GP, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,576,960
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			15,576,960
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,576,960
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1	NAMES OF REPORTING PERSONS
	ADV Opportunities Fund I GP Ltd
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☑
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			15,576,960
		8	SHARED VOTING POWER
			0
		9	SOLE DISPOSITIVE POWER
			15,576,960
		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,576,960
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	16.9% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

(1) Calculated based on the number of Ordinary Shares owned by the Reporting Person divided by the sum of (i) 70,703,671 issued and outstanding Ordinary Shares of the Issuer as of June 15, 2022, and (ii) 21,413,276 ordinary shares issued to Hawyu (HK) Limited, as reported by the Issuer in its Form 6-K filed on July 14, 2022.

 

Item 4 of the Statement is hereby amended by the addition of the following:

On July 20, 2022, ADV and Beacon entered into a Cooperation Agreement with Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) (“Jiechuang”), Australia Wanda International Company Limited (“Wanda” and, together with Jiechuang, the “Separately Filing Persons”).

On July 20, 2022, ADV, the Issuer, the Separately Filing Persons and certain other shareholders of the Issuer also entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”).  The Shareholders’ Agreement provides, among other things, (i) that ADV will have the right (but not the obligation) to designate, appoint, remove from office, replace and reappoint up to two directors of the Issuer so long as it holds no less than 10% of the issued shares of the Issuer, (ii) that the directors appointed by ADV, if any, will not vote in favor of any resolution at any board meeting of the Issuer that would increase the number of directors on the board of directors of the Issuer to more than 11, and (iii) that ADV will not, without the prior written consent of the other parties to the Shareholders’ Agreement, directly or indirectly assign, gift, pledge, sell, entrust, contract to sell, sell any option, grant any option to purchase, encumber or otherwise transfer or dispose of the Issuer’s securities in excess of 10% of the outstanding shares of the Issuer to any person engaged in cosmetic medicine services in greater China and their controlling shareholders and actual controllers.  ADV has the right to terminate the Shareholders’ Agreement unilaterally if ADV holds less than 10% of the outstanding shares of the Issuer.

The information in Item 6 of this Amendment is incorporated herein by reference.

Exhibit J: Cooperation Agreement (incorporated by reference to Exhibit 99.5 of the Issuer’s Form 6-K filed with the Commission on July 20, 2022).