UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2 (b)
(Amendment No. 2)*
So-Young International Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.0005 per share
(Title of Class of Securities)
83356Q108**
(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) |
| ☒ | 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. |
| ** | CUSIP number 83356Q108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “SY.” Thirteen ADSs represents ten Class A ordinary shares of the issuer. The CUSIP number of Class A Ordinary Shares is G83114 101. |
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).
| CUSIP No. 83356Q108 | 13G |
| 1. |
Name of Reporting Persons
Matrix Partners China III, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
9,930,442 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,930,442 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,930,442 (2) | |||||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
11.5% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Matrix HK III, Matrix China III, Matrix China III-A, Matrix Management III, Matrix III GP (each as defined in Item 2(a) of the Original 13G (as defined below)) and David Su (“Su,” collectively, with Matrix HK III, Matrix China III, Matrix China III-A, Matrix Management III and Matrix III GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | 13G |
| 1. |
Name of Reporting Persons
Matrix Partners China III-A, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
1,103,384 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,103,384 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,103,384 (2) | |||||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
1.3% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | 13G |
| 1. |
Name of Reporting Persons
Matrix China Management III, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
11,033,826 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,033,826 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,033,826 (2) | |||||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
12.8% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III and (ii) 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | 13G |
| 1. |
Name of Reporting Persons
Matrix China III GP GP, Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒(1) | |||||
| 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
0 | ||||
| 6. | Shared Voting Power
11,033,826 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,033,826 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,033,826 (2) | |||||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
12.8% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III and (ii) 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | 13G |
| 1. |
Name of Reporting Persons
Matrix Partners China III Hong Kong Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒(1) | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Hong Kong, China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,033,826 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,033,826 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,033,826 (2) | |||||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
12.8% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III and (ii) 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer. |
| CUSIP No. 83356Q108 | 13G |
| 1. |
Name of Reporting Persons
David Su Tuong Sing | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒(1) | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Republic of Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
11,033,826 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
11,033,826 (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,033,826 (2) | |||||
| 10. | Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
12.8% (3) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Consists of (i) 1 Class A ordinary share and 12,909,573 ADSs held indirectly by Matrix China III and (ii) 6 Class A ordinary shares and 1,434,392 ADSs held indirectly by Matrix China III-A (in each case through Matrix HK III). Matrix Management III and Matrix III GP are the direct and indirect general partners, respectively, of Matrix China III and Matrix China III-A, and as such, may exercise voting and dispositive power over these shares. Su, a director of Matrix III GP, may be deemed to share voting and dispositive power over these shares. |
| (3) | This percentage is calculated based on a total of 86,222,306 Class A ordinary shares outstanding as of December 31, 2023, as disclosed to the Reporting Persons by the Issuer. |
Introductory Note: This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13G originally filed by the Reporting Persons with the United States Securities and Exchange Commission (the “Commission”) on February 13, 2020, as amended by Amendment No. 1 to the Original Schedule 13G as filed with the Commission on February 14, 2022 (the “Original Schedule 13G”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13G, remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13G.
| Item 1. | Issuer |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Tower E, Ronsin Technology Center
Chaoyang District, Beijing, 100012
People’s Republic of China
| Item 2. | Filing Person |
| (a)-(c) | Name of Persons Filing; Address; Citizenship |
| This statement on Schedule 13G is being filed jointly by the following persons, collectively, the “Reporting Persons”: |
(a) Name of Person Filing
Matrix China III
Matrix China III-A
Matrix Management III
Matrix III GP
Matrix HK III
David Su Tuong Sing (“Su”)
(b) Address of Principal Business Office or, if none, Residence
Matrix Partners China III, L.P.
Matrix Partners China III-A, L.P.
Matrix China Management III, L.P.
Matrix China III GP GP, Ltd.
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Matrix Partners China III Hong Kong Limited
David Su
Flat 2807, 28/F
AIA Central
No. 1 Connaught Road, Central
Hong Kong, China
(c) Citizenship
Matrix Partners China III, L.P.: Cayman Islands
Matrix Partners China III-A, L.P.: Cayman Islands
Matrix China Management III, L.P.: Cayman Islands
Matrix China III GP GP, Ltd.: Cayman Islands
Matrix Partners China III Hong Kong Limited: Hong Kong
David Su: Republic of Singapore
| Item 4. | Ownership. |
The following information with respect to the ownership of the ordinary shares of the Issuer by the Reporting Persons filing this Statement is provided as of December 31, 2023:
(a) Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person.*
(b) Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*
(ii) Shared power to vote or to direct the vote
See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*
(iii) Sole power to dispose or to direct the disposition of
See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*
(iv) Shared power to dispose or to direct the disposition of
See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*
| * | Except to the extent of his or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such Ordinary Shares, except for the shares, if any, such Reporting Person holds of record. |
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.
February 8, 2024
| MATRIX PARTNERS CHINA III HONG KONG LIMITED | ||
| By: | /s/ David Su | |
| Name: David Su | ||
| Title: Director | ||
| MATRIX PARTNERS CHINA III, L.P. | ||
| By: Matrix China Management III, L.P. its general partner | ||
| By: Matrix China III GP GP, Ltd. its general partner | ||
| By: | /s/ David Su | |
| Name: David Su | ||
| Title: Director | ||
| MATRIX PARTNERS CHINA III-A, L.P. | ||
| By: Matrix China Management III, L.P. | ||
| Its general partner | ||
| By: Matrix China III GP GP, Ltd. its general partner | ||
| By: | /s/ David Su | |
| Name: David Su | ||
| Title: Director | ||
| MATRIX CHINA MANAGEMENT III, L.P. | ||
| By: | Matrix China III GP GP, Ltd. | |
| its general partner | ||
| By: | /s/ David Su | |
| Name: David Su | ||
| Title: Director | ||
| MATRIX CHINA III GP GP, LTD. | ||
| By: | /s/ David Su | |
| Name: David Su | ||
| Title: Director | ||
| /s/ David Su | ||
| David Su | ||