SEC Form SC 13G/A filed by Viomi Technology Co. Ltd (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Viomi Technology Co., Ltd
(Name of Issuer)
Class A ordinary shares, $0.00001 par value per share
(Title of Class of Securities)
92762J 103**
(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 disclosures provided in a prior cover page.
** CUSIP number 92762J 103 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Stock Market under the symbol “VIOT.” Each ADS represents three class A ordinary shares of the issuer. No CUSIP number has been assigned to the class A ordinary shares of the issuer.
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
| 1 | Name of Reporting Person Xiaoping Chen | |
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | ¨ | |
| (b) | x | |
| 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 69,836,364. See Item 4. |
| 6 | Shared Voting Power 1,090,634. See Item 4. | |
| 7 | Sole Dispositive Power 69,836,364. See Item 4. | |
| 8 | Shared
Dispositive Power
|
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 70,926,998. See Item 4. |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
| 11 | Percent of Class Represented by Amount in Row 9 34.7%. See Item 4. |
| 12 | Type of Reporting Person
|
2
| 1 | Name of Reporting Person Viomi Limited | |
| 2 | Check the Appropriate Box if a Member of a Group | |
| (a) | ¨ | |
| (b) | ¨ | |
| 3 | SEC Use Only | |
| 4 | Citizenship or Place of Organization
| |
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power 69,836,364. See Item 4. |
| 6 | Shared Voting Power 0 | |
| 7 | Sole Dispositive Power 69,836,364. See Item 4. | |
| 8 | Shared Dispositive Power 0 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 69,836,364. See Item 4. |
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ |
| 11 | Percent of Class Represented by Amount in Row 9 34.1%. See Item 4. |
| 12 | Type of Reporting Person
|
3
| Item 1(a). | Name of Issuer: Viomi Technology Co., Ltd (the “Issuer”) |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, Guangdong, 510220, People's Republic of China |
| Item 2(a). |
Name
of Person Filing: (ii) Viomi Limited (collectively, the “Reporting Persons”) |
| Item 2(b). |
Address
of Principal Business Office or, if none, Residence: Haizhu District, Guangzhou, Guangdong, 510220 People's Republic of China
Viomi Limited Road Town, Tortola British Virgin Islands |
| Item 2(c) |
Citizenship: Viomi Limited – British Virgin Islands |
| Item 2(d). |
Title
of Class of Securities:
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| Item 2(e). |
CUSIP
Number:
This CUSIP number applies to the American depositary shares of the Issuer, each representing three Class A ordinary shares of the Issuer. No CUSIP has been assigned to the ordinary shares. |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: |
| Not applicable | |
| Item 4. | Ownership: |
| Reporting Person | Amount beneficially owned: | Percent of class: | Percent of aggregate voting power: | Sole power to vote or direct the vote: | Shared power direct the vote: | Sole power
to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||
| Xiaoping Chen | 70,926,998 | 34.7 | % | 60.9 | % | 69,836,364 | 1,090,634 | 69,836,364 | 0 | ||||||||||||
| Viomi Limited | 69,836,364 | 34.1 | % | 60.1 | % | 69,836,364 | 0 | 69,836,364 | 0 |
As of December 31, 2023, 2,200,000 Class A ordinary shares and 67,636,364 Class B ordinary shares were beneficially owned by Viomi Limited, a British Virgin Islands company wholly owned by Xiaoping Chen.
4
As of December 31, 2023, Xiaoping Chen beneficially owned 2,390,632 Class A ordinary shares, and 68,536,366 Class B ordinary shares, representing (i) 2,200,000 Class A ordinary shares and 67,636,364 Class B ordinary shares beneficially owned by Viomi Limited; and (ii) 900,002 Class B ordinary shares and 190,632 Class A ordinary shares in the form of ADS beneficially owned by certain employees.
Viomi Limited is wholly owned by a trust established for the benefit of Mr. Xiaoping Chen and his family. The abovementioned certain employees granted an irrevocable voting proxy for all their ordinary shares to Mr. Xiaoping Chen, and thus Mr. Xiaoping Chen has shared power to direct the voting of such shares but no power to dispose the same.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 204,515,213 ordinary shares (being the sum of 101,750,663 Class A ordinary shares (excluding 12,983,130 Class A ordinary shares that were issued to the Issuer’s depositary bank and are reserved for future grants under the Issuer’s share incentive plans and 11,427,510 Class A ordinary shares that were repurchased by the Issuer) and 102,764,550 Class B ordinary shares) of the Issuer outstanding as of December 31, 2023. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.
| 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 Controlling 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 |
5
LIST OF EXHIBIT
Exhibit No. |
Description |
| A* | Joint Filing Agreement by and between the Reporting Persons, dated as of February 13, 2019 |
* Previously filed
6
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: February 2, 2024
| XIAOPING CHEN | ||
| /s/ Xiaoping Chen | ||
| VIOMI LIMITED | ||
| By: | /s/ Xiaoping Chen | |
| Name: | Xiaoping Chen | |
| Title: | Director | |
7