SEC Form SC 13G/A filed by Yatsen Holding Limited (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 ☐

Rule 13d-1(b)

 ☐

Rule 13d-1(c)

 ☒

Rule 13d-1(d)

CUSIP No. 985194109

1

Name of Reporting Person
Maybe Cat Holding Limited

2

Check the Appropriate Box if a Member of a Group

(a)



(b)



3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
79,736,198 (1)

6

Shared Voting Power
0

7

Sole Dispositive Power
79,736,198 (1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
79,736,198 (1)

10

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

11

Percent of Class Represented by Amount in Row 9
3.9% (2)

12

Type of Reporting Person
CO

CUSIP No. 985194109

1

Name of Reporting Person
Yuwen Chen

2

Check the Appropriate Box if a Member of a Group

(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
79,736,198 (1)

6

Shared Voting Power
0

7

Sole Dispositive Power
79,736,198 (1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
79,736,198 (1)

10

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

11

Percent of Class Represented by Amount in Row 9
3.9% (2)

12

Type of Reporting Person

IN

Item 1(a).

Name of Issuer:
Yatsen Holding Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
No. 36, w 6th Street, Haizhutongchuanghui, No. 88 Xinjiaozhong Road, Haizhu District, Guangzhou 510030, People's Republic of China

Item 2(a).

Name of Person Filing:
(i) Maybe Cat Holding Limited; and

(ii) Yuwen Chen (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
For Maybe Cat Holding Limited
c/o Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands

For Yuwen Chen
c/o No. 36, w 6th Street, Haizhutongchuanghui, No. 88 Xinjiaozhong Road, Haizhu District, Guangzhou 510030, People's Republic of China

Item 2(c)

Citizenship:
Maybe Cat Holding Limited – British Virgin Islands
Yuwen Chen – People’s Republic of China

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, $0.00001 par value per share, of the Issuer;

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 twenty votes per share. 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:
985194109

This CUSIP number applies to the American depositary shares of the Issuer, each representing four Class A ordinary shares of the Issuer, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares of the Issuer.

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 to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Maybe Cat Holding Limited

79,736,198

3.9%

0.5%

79,736,198

0

79,736,198

0

Yuwen Chen

79,736,198

3.9%

0.5%

79,736,198

0

79,736,198

0

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  ☒.

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

Exhibit No.

Description

99.1

Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 10, 2021 by the Reporting Persons with the Securities and Exchange Commission)