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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 2)

Under the Securities Exchange Act of 1934

Aesthetic Medical International Holdings Group Limited

(Name of Issuer)

Ordinary shares, par value US$ 0.001 per share

(Title of Class of Securities)

00809M104*

(CUSIP Number)

Ning Liu, Esq.

King & Wood Mallesons

50th Floor, 500 Fifth Avenue

New York, NY 10110

United States of America

Telephone: +1 212 319 4755

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 16, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* No CUSIP number has been assigned to the ordinary shares of 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.

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   Represents 36,402,570 ordinary shares directly beneficially owned by MY Universe (HK) Limited.

²  The percentage of the class of securities beneficially owned by each Reporting Person is calculated based on 142,671,118 issued and outstanding ordinary shares of the Issuer and 15,228,697 ordinary shares issuable under the warrants granted to ADV, Wanda and Seefar as of the date of this Amendment No. 2 to the Schedule 13D.

³  Represents 21,413,276 ordinary shares indirectly beneficially owned by WU Guiqian through Hawyu (HK) Limited and 36,402,570 ordinary shares indirectly beneficially owned by WU Guiqian through MY Universe (HK) Limited.

⁴Represents (i) 21,321,962 ordinary shares beneficially owned by and (ii) warrants to purchase 6,423,983 ordinary shares granted to Australia Wanda International Company Limited.

This statement on Schedule 13D (this “Schedule 13D”) constitutes Amendment No. 2 to the Schedule 13D filed on behalf of each of MY Universe (HK) Limited, Hainan Oriental Jiechuang Investment Partnership (Limited Partnership), Shenzhen Venture Capital M & A Fund Management (Shenzhen) Co., Ltd., Shenzhen Luohu Red Earth Pioneering Cci Capital Ltd, Shenzhen Capital Group Co., Ltd., Shenzhen Lafang Investment Management Co,.Ltd., WU Guiqian, Australia Wanda International Company Limited and Laurena Wu with respect to the ordinary shares, par value US$0.001 per share, of Aesthetic Medical International Holdings Group Limited, a Cayman Islands company (the “Issuer”).

Except as amended hereby and by Amendment No.1 to the Schedule 13D filed on February 24, 2023, the Original Schedule 13D remains in full force and effect.

Capitalized terms used but not defined in this Schedule 13D have the meanings ascribed to them in the Original Schedule 13D filed on July 29, 2022 and in Amendment No.1 to the Schedule 13D filed on February 24, 2023.

Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:

On July 20, 2022, certain parties entered into the respective agreements as below:

(i) the Issuer, Dr. Zhou Pengwu, Ms. Ding Wenting (together with Dr. Zhou Pengwu, the “Founders”) and Jiechuang entered into a Share Subscription Agreement (the “Jiechuang Agreement”) whereby Jiechuang or its designated entity agrees to subscribe 36,402,570 newly issued ordinary shares of the Issuer for the equivalent US dollars of RMB170,000,000;

(ii) the Issuer, Seefar Global Holdings Limited (“Seefar”), Jubilee Set Investments Limited (“Jubilee”), Pengai Hospital Management Corporation (“PH Management”, together with Seefar and Jubilee, the “Sellers”), the Founders and Wanda entered into a Share Purchase Agreement (the “Wanda Agreement”) whereby Wanda agrees to purchase 21,321,962 shares of ordinary shares of the Issuer from the Sellers for the equivalent US dollars of RMB100,000,000;

(iii) the Issuer, Seefar, Jubilee, the Founders, Hawyu (HK) Limited (“Hawyu”), Wanda, Jiechuang and Peak Asia Investment Holdings V Limited (“ADV”) entered into a Shareholders Agreement (the “Shareholders Agreement”). The Shareholders’ Agreement governs, among other things, the appointment of the Issuer’s board of directors (the “Directors”) and senior management, the notice, quorum and Directors’ voting arrangement of board meetings, certain lock-up commitments of the Founders and their affiliates and pre-emptive rights mechanism for the Issuer’s ordinary shares. Pursuant to the Shareholders’ Agreement, the board of directors of the Issuer shall consist of 11 directors, 4 of whom may be appointed by Jiechuang, 2 of whom may be appointed by Wanda, 1 of whom may be appointed by Hawyu, 2 of whom may be appointed by Seefar for so long as Dr. Zhou Pengwu, Ms. Ding Wenting, the Sellers and their affiliates collectively hold no less than 5% of the issued ordinary shares of the Issuer (if they collectively hold less than 5% but no less than 2% of the issued ordinary shares of the Issuer, 1 of whom may be appointed by Seefar), and 2 of whom may be appointed by ADV for so long as ADV and/or its affiliates hold no less than 10% of the issued ordinary shares of the Issuer. On the date of completion of closings of both the share transfer under the Wanda Agreement and the subscription of ordinary shares under the Jiechuang Agreement, the Issuer shall deliver two separate warrants to purchase ordinary shares of the Issuer to Seefar and Wanda, respectively;

(iv) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon Technology Investment Holdings Limited (“Beacon”) entered into a Cooperation Agreement (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement,

(v) the Sellers, Shengli Family Limited, the Founders (together with the Sellers and Shengli Family Limited, the “Seller Parties”), Wanda and Jiechuang entered into a Voting Support Agreement (the “Voting Support Agreement”, together with the Jiechuang Agreement, the Wanda Agreement, the Shareholders Agreement and the Cooperation Agreement, the “Transaction Agreements”) whereby the Seller Parties, before the closing of the transaction contemplated under the Transaction Agreements, shall at any meeting of the shareholders of the Issuer, (a) appear at such meeting or otherwise cause all voting securities beneficially owned by the Founders (the “Founder Covered Shares”) to be counted as present for the purpose of establishing a quorum, and respond to each request by the Issuer for written consent, if any and (b) vote (or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all Founder Covered Shares (i) in favor of the proposed transactions contemplated under the Voting Support Agreement, the adoption of the Transaction Agreements and any other matters necessary for consummation of such proposed transactions and the other transactions and (ii) against (A) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement contained in the Transaction Agreements, (B) any proposal or transaction that competes with such proposed transactions, and (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely affect such proposed transactions or the Voting Support Agreement; and

(vi) Jiechuang, Wanda, ADV, Seefar and Jubilee entered into a Co-Sale Agreement, pursuant to which ADV, Seefar and Jubilee hold the right to co-sale with Jiechuang and Wanda should any of Jiechuang or Wanda proposes to transfer any shares in the Issuer in accordance with the terms and conditions therein.

On December 26, 2022, certain parties entered into the respective agreements as below:

(i) the Issuer, the Founders and Jiechuang entered into an Amendment to Share Subscription Agreement to extend the outside date to March 31, 2023;

(ii) the Issuer, the Sellers, the Founders and Wanda entered into an Amendment to Share Purchase Agreement to extend the outside date to March 31, 2023; and

(iii) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into an Amendment to Cooperation Agreement to extend the outside date to March 31, 2023.

On February 16, 2023, the transactions contemplated under the Jiechuang Agreement have been closed. 36,402,570 ordinary shares of the Issuer was issued to My Universe upon the closing of the Jiechuang Agreement per Jiechuang’s designation.

On April 18, 2023, certain parties entered into the below agreement:

(i) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into a Second Amendment to Cooperation Agreement to further extend the outside date to May 31, 2023.

On June 29, 2023, certain parties entered into the below agreements:

(i) the Issuer, the Sellers, the Founders and Wanda entered into a Second Amendment to Share Purchase Agreement to extend the outside date to July 31, 2023 and amend Section 2.2(a) which relates to deposits; and

(ii) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into a Third Amendment to Cooperation Agreement to further extend the outside date to July 31, 2023.

On August 16, 2023, certain parties entered into the below agreements:

(i) the Issuer, the Sellers, the Founders and Wanda entered into a Third Amendment to Share Purchase Agreement to further extend the outside date to August 21, 2023; and

(ii) the Issuer, the Founders, Wanda, Jiechuang, ADV and Beacon entered into a Fourth Amendment to Cooperation Agreement to further extend the outside date to August 21, 2023.

On August 16, 2023, the closing under the Wanda Agreement has been completed. An aggregate of 21,321,962 ordinary shares of the Issuer were sold by the Sellers to Wanda upon the closing.

The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect to their investment or the Issuer, including communicating with the board of directors of the Issuer, members of management or other security-holders of the Issuer, lenders to the Issuer, or other third parties from time to time, taking steps to implement a course of action, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives as they may become available. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Except as set forth in this statement, the Reporting Persons have no plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D.

Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows:

(a)–(b)    The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

Except as disclosed in this Schedule 13D and amendments thereto, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares which it may be deemed to beneficially own.

(c)            Not applicable.

(d)           No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by either of the Reporting Persons.

(e)            Not applicable.

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Statement is incorporated by reference in this Item 6.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

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: August 16, 2023