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    SEC Form SC 13G/A filed by ATRenew Inc. (Amendment)

    2/14/24 4:06:38 PM ET
    $RERE
    Other Specialty Stores
    Consumer Discretionary
    Get the next $RERE alert in real time by email
    SC 13G/A 1 tm245649d1_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. 1)*

     

    ATRenew Inc.
    (Name of Issuer)
     
    Class A ordinary shares, par value US$0.001 per share
    (Title of Class of Securities)
     
    00138L108**
    (CUSIP Number)
     
    December 31, 2023
    (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 the disclosures provided in a prior cover page.

     

    ** There is no CUSIP number assigned to the Class A ordinary shares, par value US$0.001 per share (“Ordinary Shares”). CUSIP number 00138L108 has been assigned to the American Depositary Shares (each an “ADS”) of ATRenew Inc. (the “Issuer”), which are quoted on the New York Stock Exchange under the symbol “RERE.” Every three ADSs represents two Class A Ordinary Shares.

     

    The information required in 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).

     

     

     

     

     

    CUSIP No. 00138L108

     

    1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
       
      TMT General Partner Ltd.
       
       
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
        (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
      11,685,013
       
    6. Shared Voting Power
      0
       
    7. Sole Dispositive Power
      11,685,013
       
    8. Shared Dispositive Power
      0

       
    9. Aggregate Amount Beneficially Owned by Each Reporting Person
       
      11,685,013(1)
       
       
    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
       
        ¨
       
       
    11. Percent of Class Represented by Amount in Row (9)
       
      7.99%(2)
       
       
    12. Type of Reporting Person (See Instructions)
       
      CO
       

     

    (1) Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 11,685,012 Class A Ordinary Shares and the record owner of 1 Class A Ordinary Share, respectively. Both Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by their general partner, Morningside China TMT GP II, L.P., which, in turn, is controlled by its general partner, TMT General Partner Ltd. TMT General Partner Ltd. is controlled by its board of directors which consists of three individuals, namely Jianming Shi, Qin Liu, and Gerald Lokchung Chan. These directors have the voting and dispositive powers over the shares held by Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P.

     

    (2) The ownership percentage of the Reporting Person is calculated based on a total of 146,323,318 Class A Ordinary Shares (excluding (i) 2,084,384 Class A Ordinary Shares issued to depositary bank for the purpose of bulk issuance; (ii) 6,820,217 Class A Ordinary Shares underlying ADSs repurchased by the Issuer; and (iii) 5,420,246 treasury shares) as of December 31, 2023, as disclosed by the Issuer to the Reporting Person.

     

     

     

     

    CUSIP No. 00138L108

     

    1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
       
      Morningside China TMT GP II, L.P.
       
       
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
        (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
      11,685,013
       
    6. Shared Voting Power
      0
       
    7. Sole Dispositive Power
     
      11,685,013
       
    8. Shared Dispositive Power
     
      0

       
    9. Aggregate Amount Beneficially Owned by Each Reporting Person
       
      11,685,013(3)
       
       
    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     
        ¨
       
       
    11. Percent of Class Represented by Amount in Row (9)
       
      7.99%(4)
       
       
    12. Type of Reporting Person (See Instructions)
       
      PN
       

     

    (3) Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 11,685,012 Class A Ordinary Shares and the record owner of 1 Class A Ordinary Share, respectively. Both Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by their general partner, Morningside China TMT GP II, L.P.

     

    (4) The ownership percentage of the Reporting Person is calculated based on a total of 146,323,318 Class A Ordinary Shares (excluding (i) 2,084,384 Class A Ordinary Shares issued to depositary bank for the purpose of bulk issuance; (ii) 6,820,217 Class A Ordinary Shares underlying ADSs repurchased by the Issuer; and (iii) 5,420,246 treasury shares) as of December 31, 2023, as disclosed by the Issuer to the Reporting Person.

     

     

     

     

    CUSIP No. 00138L108

     

    1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
       
      Morningside China TMT Fund II, L.P.
       
       
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
        (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
      11,685,012
       
    6. Shared Voting Power
      0
       
    7. Sole Dispositive Power
      11,685,012
       
    8. Shared Dispositive Power
     
      0

    9. Aggregate Amount Beneficially Owned by Each Reporting Person
       
      11,685,012
    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     
        ¨
    11. Percent of Class Represented by Amount in Row (9)
       
      7.99%(5)
    12. Type of Reporting Person (See Instructions)
       
      PN

     

    (5) The ownership percentage of the Reporting Person is calculated based on a total of 146,323,318 Class A Ordinary Shares (excluding (i) 2,084,384 Class A Ordinary Shares issued to depositary bank for the purpose of bulk issuance; (ii) 6,820,217 Class A Ordinary Shares underlying ADSs repurchased by the Issuer; and (iii) 5,420,246 treasury shares) as of December 31, 2023, as disclosed by the Issuer to the Reporting Person.

     

     

     

     

    CUSIP No. 00138L108

     

    1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
       
      Morningside China TMT Top Up Fund, L.P.
       
       
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
     
        (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
      1
       
    6. Shared Voting Power
      0
       
    7. Sole Dispositive Power
     
      1
       
    8. Shared Dispositive Power
      0

       
    9. Aggregate Amount Beneficially Owned by Each Reporting Person
       
      1
       
       
    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
       
        ¨
       
       
    11. Percent of Class Represented by Amount in Row (9)
       
      0%(6)
       
       
    12. Type of Reporting Person (See Instructions)
       
      PN
       

     

    (6) The ownership percentage of the Reporting Person is calculated based on a total of 146,323,318 Class A Ordinary Shares (excluding (i) 2,084,384 Class A Ordinary Shares issued to depositary bank for the purpose of bulk issuance; (ii) 6,820,217 Class A Ordinary Shares underlying ADSs repurchased by the Issuer; and (iii) 5,420,246 treasury shares) as of December 31, 2023, as disclosed by the Issuer to the Reporting Person.

     

     

     

     

    CUSIP No. 00138L108

     

    1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
       
      Shanghai Xingpan Investment Management Consulting Co., Ltd.
       
       
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
       
       
    3. SEC Use Only
       
       
    4. Citizenship or Place of Organization
       
      People’s Republic of China
       

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With:
    5. Sole Voting Power
      132,811
       
    6. Shared Voting Power
      0
       
    7. Sole Dispositive Power
      132,811
       
    8. Shared Dispositive Power
      0

       
    9. Aggregate Amount Beneficially Owned by Each Reporting Person
       
      132,811(7)
       
       
    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
     
        ¨
       
       
    11. Percent of Class Represented by Amount in Row (9)
       
      0.09%(8)
       
       
    12. Type of Reporting Person (See Instructions)
       
      CO
       

     

    (7) Shanghai Chenxi Venture Capital Center (Limited Partnership) is the record owner of 132,811 Class A Ordinary Shares. Shanghai Chenxi Venture Capital Center (Limited Partnership) is controlled by Shanghai Xingpan Investment Management Consulting Co., Ltd., its fund manager. Shanghai Xingpan Investment Management Consulting Co., Ltd. is controlled by an investment committee consisting of three individuals, namely Qin Liu, Jianming Shi and Ye Yuan, who have the voting and dispositive powers over the shares held by Shanghai Chenxi Venture Capital Center (Limited Partnership).

     

    (8) The ownership percentage of the Reporting Person is calculated based on a total of 146,323,318 Class A Ordinary Shares (excluding (i) 2,084,384 Class A Ordinary Shares issued to depositary bank for the purpose of bulk issuance; (ii) 6,820,217 Class A Ordinary Shares underlying ADSs repurchased by the Issuer; and (iii) 5,420,246 treasury shares) as of December 31, 2023, as disclosed by the Issuer to the Reporting Person.

     

     

     

     

    CUSIP No. 00138L108

     

    1. Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
       
      Shanghai Chenxi Venture Capital Center (Limited Partnership)
       
       
    2. Check the Appropriate Box if a Member of a Group (See Instructions)
        (a) ¨
        (b) ¨
       
       
    3. SEC Use Only
       
       
    4. Citizenship or Place of Organization
       
      People’s Republic of China
       

    Number of
    Shares
    Beneficially
    Owned by
    Each
    Reporting
    Person
    With:
    5. Sole Voting Power
      132,811
       
    6. Shared Voting Power
      0
       
    7. Sole Dispositive Power
      132,811
       
    8. Shared Dispositive Power
      0

       
    9. Aggregate Amount Beneficially Owned by Each Reporting Person
       
      132,811
       
       
    10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
       
        ¨
       
       
    11. Percent of Class Represented by Amount in Row (9)
       
      0.09%(9)
       
       
    12. Type of Reporting Person (See Instructions)
       
      PN
       

     

    (9) The ownership percentage of the Reporting Person is calculated based on a total of 146,323,318 Class A Ordinary Shares (excluding (i) 2,084,384 Class A Ordinary Shares issued to depositary bank for the purpose of bulk issuance; (ii) 6,820,217 Class A Ordinary Shares underlying ADSs repurchased by the Issuer; and (iii) 5,420,246 treasury shares) as of December 31, 2023, as disclosed by the Issuer to the Reporting Person.

     

     

     

     

    Item 1.

     

    (a) Name of Issuer:

     

    ATRenew Inc.

     

    (b) Address of Issuer's Principal Executive Offices:

     

    12th Floor, No. 6 Building, 

    433 Songhu Road 

    Shanghai, People’s Republic of China

     

    Item 2.

     

    (a) Name of Person Filing:

     

    I. TMT General Partner Ltd.

     

    II. Morningside China TMT GP II, L.P.

     

    III. Morningside China TMT Fund II, L.P.

     

    IV. Morningside China TMT Top Up Fund, L.P.

     

    V. Shanghai Xingpan Investment Management Consulting Co., Ltd.

     

    VI. Shanghai Chenxi Venture Capital Center (Limited Partnership)

     

    (b) Address of Principal Business Office or, if none, Residence:

     

    I, II, III, & IV: 

    c/o Suite 905-6, 9th Floor 

    ICBC Tower, Three Garden Road 

    Hong Kong

     

    V: 

    Room 681, District G, 6th Floor, Building 13, 

    No. 203, Wushebang Road, Qingpu District 

    Shanghai, People’s Republic of China

     

    VI: 

    Room 693, District G, 6th Floor, Building 13, 

    No. 203, Wushebang Road, Qingpu District 

    Shanghai, People’s Republic of China

     

    (c) Citizenship:

     

    I. II. III. & IV: 

    Cayman Islands

     

    V & VI: 

    People’s Republic of China

     

    (d) Title of Class of Securities:

     

    Class A ordinary shares, par value US$0.001 per share (“Ordinary Shares”)

     

     

     

     

    (e) CUSIP Number:

     

    There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number 00138L108 has been assigned to the American Depositary Shares (each an “ADS”) of ATRenew Inc. (the “Issuer”), which are quoted on the New York Stock Exchange under the symbol “RERE.” Every three ADSs represents two Class A Ordinary Shares.

     

    Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

     

    Not applicable

     

    Item 4. Ownership

     

    (a) Amount beneficially owned:

     

    The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.

     

    (b) Percent of class:

     

    The information required by Items 4(a) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.

     

    (c) Number of shares as to which the person has:

     

    The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

     

    Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are the record owner of 11,685,012 Class A Ordinary Shares and the record owner of 1 Class A Ordinary Share, respectively. Both Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P. are controlled by their general partner, Morningside China TMT GP II, L.P., which, in turn, is controlled by its general partner, TMT General Partner Ltd. TMT General Partner Ltd. is controlled by its board of directors which consists of three individuals, namely Jianming Shi, Qin Liu, and Gerald Lokchung Chan. These directors have the voting and dispositive powers over the shares held by Morningside China TMT Fund II, L.P. and Morningside China TMT Top Up Fund, L.P.

     

    Shanghai Chenxi Venture Capital Center (Limited Partnership) is the record owner of 132,811 Class A Ordinary Shares. Shanghai Chenxi Venture Capital Center (Limited Partnership) is controlled by Shanghai Xingpan Investment Management Consulting Co., Ltd., its fund manager. Shanghai Xingpan Investment Management Consulting Co., Ltd. is controlled by an investment committee consisting of three individuals, namely Qin Liu, Jianming Shi and Ye Yuan, who have the voting and dispositive powers over the shares held by Shanghai Chenxi Venture Capital Center (Limited Partnership).

     

    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 Control 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

     

     

     

     

    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.

     

    Date: February 14, 2024

     

      TMT General Partner Ltd.
      By: /s/ LIU, Qin
        Name: LIU, Qin
        Title: Director
         
      Morningside China TMT GP II, L.P.
      By: TMT General Partner Ltd., as its general partner
      By: /s/ LIU, Qin
        Name: LIU, Qin
        Title: Director
         
      Morningside China TMT Fund II, L.P.
      By: Morningside China TMT GP II, L.P., as its general partner
      By: TMT General Partner Ltd., as its general partner
      By: /s/ LIU, Qin
        Name: LIU, Qin
        Title: Director
       
      Morningside China TMT Top Up Fund, L.P.
      By: Morningside China TMT GP II, L.P., as its general partner
      By: TMT General Partner Ltd., as its general partner
      By: /s/ LIU, Qin
        Name: LIU, Qin
        Title: Director

     

      Shanghai Xingpan Investment Management Consulting Co., Ltd.
      By: /s/ LIU, Qin
        Name: LIU, Qin
        Title: Director
       
      Shanghai Chenxi Venture Capital Center (Limited Partnership)
      By: Shanghai Xingpan Investment Management Consulting Co., Ltd., as its Fund Manager
      By: /s/ LIU, Qin
        Name: LIU, Qin
        Title: Director

     

     

     

     

    Exhibit Index

     

    Exhibit 
    No.
      Exhibit
    99.1   Joint Filing Agreement, dated as of February 14, 2022, by and between the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on February 14, 2022).

     

     

     

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      SHANGHAI, March 11, 2025 /PRNewswire/ -- ATRenew Inc. ("ATRenew" or the "Company") (NYSE:RERE), a leading technology-driven pre-owned consumer electronics transactions and services platform in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2024.  Fourth Quarter 2024 Highlights Total net revenues grew by 25.2% to RMB4,849.3 million (US$664.4 million) from RMB3,873.6 million in the fourth quarter of 2023.Income from operations was RMB53.1 million (US$7.3 million), compared to a loss from operations of RMB16.7 million in the fourth quarter of 2023. Adjusted income from operations (non-GAAP)[1] was RMB131.4 million (US$18.0 million

      3/11/25 4:00:00 AM ET
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    • ATRenew to Report Fourth Quarter and Full Year 2024 Financial Results on March 11, 2025

      SHANGHAI, Feb. 25, 2025 /PRNewswire/ -- ATRenew Inc. ("ATRenew" or the "Company") (NYSE:RERE), a leading technology-driven pre-owned consumer electronics transactions and services platform in China, today announced that it plans to release its unaudited financial results for the fourth quarter and full year of 2024 before the U.S. market opens on Tuesday, March 11, 2025. The Company's management will hold an earnings conference call at 08:00 A.M. Eastern Time on Tuesday, March 11, 2025 (08:00 P.M. Beijing Time on the same day) to discuss the financial results. Listeners may access the call by dialing the following numbers: International: 1-412-317-6061 United States Toll Free: 1-888-317-600

      2/25/25 3:00:00 AM ET
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    • ATRenew to Report First Quarter 2025 Financial Results on May 20, 2025

      SHANGHAI, May 6, 2025 /PRNewswire/ -- ATRenew Inc. ("ATRenew" or the "Company") (NYSE:RERE), a leading technology-driven pre-owned consumer electronics transactions and services platform in China, today announced that it plans to release its unaudited financial results for the first quarter of 2025 before the U.S. market opens on Tuesday, May 20, 2025. The Company's management will hold an earnings conference call at 08:00 A.M. Eastern Time on Tuesday, May 20, 2025 (08:00 P.M. Beijing Time on the same day) to discuss the financial results. Listeners may access the call by dialing the following numbers: International: 1-412-317-6061 United States Toll Free: 1-888-317-6003 Mainland China Toll

      5/6/25 4:00:00 AM ET
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    • ATRenew Inc. Files 2024 Annual Report on Form 20-F

      SHANGHAI, April 11, 2025 /PRNewswire/ -- ATRenew Inc. ("ATRenew" or the "Company") (NYSE:RERE), a leading technology-driven pre-owned consumer electronics transactions and services platform in China, today announced the filing of its annual report on Form 20-F for the fiscal year ended December 31, 2024 with the Securities and Exchange Commission (the "SEC") on April 11, 2025. The annual report on Form 20-F can be accessed on the SEC's website at http://www.sec.gov and on the Company's investor relations website at http://ir.atrenew.com.  The Company will provide a copy of its annual report containing the audited consolidated financial statements, free of charge, to its shareholders and ADS

      4/11/25 6:10:00 AM ET
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    • ATRenew Announces Grand Opening of Paijitang Flagship Store in Shenzhen

      SHANGHAI, March 31, 2025 /PRNewswire/ -- ATRenew Inc. ("ATRenew" or the "Company") (NYSE:RERE), a leading technology-driven platform for pre-owned consumer electronics transactions and services in China, today launched the grand opening of its Paijitang flagship store in Shenzhen. Located in Huaqiangbei, the country's premier electronics trade hub, the store features nearly 10,000 professionally inspected smartphones, setting a new benchmark for transparency in the second-hand electronics market. Paijitang, ATRenew's B2B trading platform, provides standardized and efficient transaction services to over 850,000 small and medium-sized businesses across China. The launch of its offline store e

      3/31/25 5:00:00 AM ET
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    SEC Filings

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    • SEC Form 6-K filed by ATRenew Inc.

      6-K - ATRenew Inc. (0001838957) (Filer)

      5/8/25 6:33:47 AM ET
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    • SEC Form 20-F filed by ATRenew Inc.

      20-F - ATRenew Inc. (0001838957) (Filer)

      4/11/25 6:06:09 AM ET
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    • SEC Form 6-K filed by ATRenew Inc.

      6-K - ATRenew Inc. (0001838957) (Filer)

      3/11/25 6:02:58 AM ET
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