SEC Form SC 13G filed

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 09610L 106 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “BLCT.” Each two (2) ADSs represent one Class A ordinary share of the issuer.

Name of Reporting Person

Shunwei Ventures III Limited

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,862,069⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,862,069⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,862,069 ⁽¹⁾

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

Percent of Class Represented by Amount in Row 9

10.4%⁽²⁾ (or 4.6%⁽²⁾ of the aggregate voting power)

Type of Reporting Person

CO

Represents 1,862,069 Class A ordinary shares held by Shunwei Ventures III Limited.

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 4.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

Name of Reporting Person

Shunwei China Internet Fund II, L.P.

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,862,069⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,862,069⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,862,069⁽¹⁾

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

Percent of Class Represented by Amount in Row 9

10.4%⁽²⁾ (or 4.6%⁽²⁾ of the aggregate voting power)

Type of Reporting Person

PN

Represents 1,862,069 Class A ordinary shares held by Shunwei Ventures III Limited. Shunwei Ventures III Limited is wholly owned by Shunwei China Internet Fund II, L.P.

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 4.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

Name of Reporting Person

Shunwei Capital Partners II GP, L.P.

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,862,069⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,862,069⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,862,069⁽¹⁾

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

Percent of Class Represented by Amount in Row 9

10.4%⁽²⁾ (or 4.6%⁽²⁾ of the aggregate voting power)

Type of Reporting Person

PN

Represents 1,862,069 Class A ordinary shares held by Shunwei Ventures III Limited. Shunwei Ventures III 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.

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 4.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

Name of Reporting Person

Shunwei Capital Partners II GP Limited

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,862,069⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,862,069⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,862,069 ⁽¹⁾

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

Percent of Class Represented by Amount in Row 9

10.4%⁽²⁾ (or 4.6%⁽²⁾ of the aggregate voting power)

Type of Reporting Person

CO

Represents 1,862,069 Class A ordinary shares held by Shunwei Ventures III Limited. Shunwei Ventures III 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. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited.

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 4.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

Name of Reporting Person

Silver Unicorn Ventures Limited

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,862,069⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,862,069⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,862,069 ⁽¹⁾

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

Percent of Class Represented by Amount in Row 9

10.4%⁽²⁾ (or 4.6%⁽²⁾ of the aggregate voting power)

Type of Reporting Person

CO

Represents 1,862,069 Class A ordinary shares held by Shunwei Ventures III Limited. Shunwei Ventures III 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. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. Shunwei Capital Partners II GP Limited is controlled by Silver Unicorn Ventures Limited.

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 4.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

Name of Reporting Person

Koh Tuck Lye

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Singapore

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

1,862,069 ⁽¹⁾

Shared Voting Power

0

Sole Dispositive Power

1,862,069 ⁽¹⁾

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,862,069 ⁽¹⁾

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

Percent of Class Represented by Amount in Row 9

10.4%⁽²⁾ (or 4.6%⁽²⁾ of the aggregate voting power)

Type of Reporting Person

IN

Represents 1,862,069 Class A ordinary shares held by Shunwei Ventures III Limited. Shunwei Ventures III 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. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. Shunwei Capital Partners II GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to five votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 4.6% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

Name of Issuer:

BlueCity Holdings Limited

Address of Issuer’s Principal Executive Offices:

Block 2 Tower B Room 028, No 22 Pingguo Shequ, Bai Zi Wan Road, Chaoyang District, Beijing, China

Name of Person Filing:

(i) Koh Tuck Lye,

(ii)  Silver Unicorn Ventures Limited,

(iii)  Shunwei Capital Partners II GP Limited,

(iv) Shunwei Capital Partners II GP, L.P.,

(v)   Shunwei China Internet Fund II, L.P., and

(vi) Shunwei Ventures III Limited (collectively, the “Reporting Persons”)

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

The addresses of the Reporting Persons are:

(i) Koh Tuck Lye

32D Watten Rise, Singapore 286651

(ii) Silver Unicorn Ventures Limited

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

(iii) 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

(iv) 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

(v) 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

(vi) Shunwei Ventures III Limited

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

Citizenship:

(i) Koh Tuck Lye – Singapore

(ii)  Silver Unicorn Ventures Limited – British Virgin Islands

(iii)  Shunwei Capital Partners II GP Limited – Cayman Islands

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

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

(vi) Shunwei Ventures III Limited – British Virgin Islands

Title of Class of Securities:

Class A ordinary shares, par value US$0.0001 per share, of the Issuer

CUSIP Number:

CUSIP number 09610L 106 has been assigned to the ADSs of the Issuer.

Reporting

Persons    

Shunwei Ventures III Limited ⁽³⁾

Shunwei China Internet Fund II, L.P.⁽³⁾

Shunwei Capital Partners II GP, L.P. ⁽³⁾

Shunwei Capital Partners II GP Limited ⁽³⁾

Silver Unicorn Ventures Limited ⁽³⁾

Tuck Lye Koh ⁽³⁾

The beneficial ownership percentage is calculated based on 17,825,670 ordinary shares of the Issuer as a single class, being the sum of (i) 12,210,830 Class A ordinary shares, and (ii) 5,614,840 Class B ordinary shares issued and outstanding as of July 7, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on July 7, 2020.

The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to five votes, on all matters submitted to them for vote.

Shunwei Ventures III 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. The general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. Shunwei Capital Partners II GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

Exhibit

    No.    

Description

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh