UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Yunji Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.000005 per share
(Title of Class of Securities)
98873N 206**
(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 98873N 206 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The Nasdaq Global Market under the symbol “YJ.” Each ADS represents one hundred Class A ordinary shares of the issuer. The CUSIP number of the Class A ordinary shares is G98887 105. |
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).
| Page 2 of 7 pages |
| 1 |
Name of Reporting Person
Shanglue Xiao | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship
People’s Republic of China | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
964,960,000 ordinary shares. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
964,960,000 ordinary shares. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
964,960,000 ordinary shares. 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)
48.7%. See Item 4. | |||||
| 12 | Type of Reporting Person
IN | |||||
2
| Page 3 of 7 pages |
| 1 |
Name of Reporting Person
Lanlan Ltd. | |||||
| 2 | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☐ | |||||
| 3 | SEC Use Only
| |||||
| 4 | Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5 | Sole Voting Power
949,960,000 ordinary shares. See Item 4. | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
949,960,000 ordinary shares. See Item 4. | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
949,960,000 ordinary shares. 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)
48.3%. See Item 4. | |||||
| 12 | Type of Reporting Person
CO | |||||
3
| Page 4 of 7 pages |
| Item 1(a). | Name of Issuer: |
Yunji Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
15/F, South Building, Hipark Phase 2
Xiaoshan District, Hangzhou 310000, Zhejiang Province
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
Shanglue Xiao
Lanlan Ltd.
| Item 2(b). | Address of Principal Business Office, or, if none, Residence: |
Shanglue Xiao
15/F, South Building, Hipark Phase 2
Xiaoshan District, Hangzhou 310000, Zhejiang Province
People’s Republic of China
Lanlan Ltd.
Maples Corporate Services (BVI) Limited of Kingston Chambers
PO Box 173, Road Town
Tortola, British Virgin Islands
| Item 2(c). | Citizenship: |
Shanglue Xiao — People’s Republic of China
Lanlan Ltd. — British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value of $0.000005 per share, of the Issuer.
The Issuer’s ordinary shares consist of Class A ordinary shares, par value of $0.000005 per share (“Class A Ordinary Shares”), and Class B ordinary shares, par value of $0.000005 per share (“Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
| Item 2(e). | CUSIP No.: |
98873N 206
This CUSIP number applies to the ADSs, each ADS represents one hundred Class A Ordinary Shares. The CUSIP number of the Class A Ordinary Shares is G98887 105.
4
| Page 5 of 7 pages |
| 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: |
The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2023:
| 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 |
||||||||||||||||||||||
| Shanglue Xiao |
964,960,000 | (1) | 48.7 | % (2) | 90.3 | % (3) | 964,960,000 | (1) | 0 | 964,960,000 | (1) | 0 | ||||||||||||||||
| Lanlan Ltd. |
949,960,000 | (4) | 48.3 | % (2) | 90.3 | % (3) | 949,960,000 | (4) | 0 | 949,960,000 | (4) | 0 | ||||||||||||||||
| (1) | Represents (i) 949,960,000 Class B Ordinary Shares held by Lanlan Ltd., a British Virgin Islands company, and (ii) 15,000,000 Class A Ordinary Shares issuable to Mr. Shanglue Xiao upon vesting of restricted share units within 60 days after December 31, 2023. Lanlan Ltd. is 100% owned by XSL Global Limited, a British Virgin Islands company, which is in turn wholly owned by XSL Family Trust, a trust established under the laws of Cayman Islands and managed by TMF (Cayman) Ltd. as the trustee. Mr. Shanglue Xiao is the settlor and the beneficiary of XSL Family Trust. Mr. Xiao is also the member of the protective committee, and makes investment decision with respect to the shares of Issuer owned by Lanlan Ltd. Mr. Shanglue Xiao is the sole director of Lanlan Ltd. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Shanglue Xiao may be deemed to beneficially own all of the shares of the Issuer owned by Lanlan Ltd. |
| (2) | The percentage of class of securities beneficially owned by the Reporting Person is based on a total of 1,966,378,532 outstanding ordinary shares, being the sum of 1,016,418,352 Class A Ordinary Shares (excluding the 192,412,690 Class A Ordinary Shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under the Issuer’s share incentive plans) and 949,960,000 Class B Ordinary Shares outstanding as of December 31, 2023 as a single class. In computing the percentage ownership of the reporting persons, we have included shares that the reporting persons have the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after December 31, 2023. |
| (3) | The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A Ordinary Shares and Class B Ordinary Shares as of December 31, 2023 as a single class. Each Class B Ordinary Share is entitled to ten votes per share, whereas each Class A Ordinary Share is entitled to one vote per share. |
| (4) | Represents 949,960,000 Class B Ordinary Shares held by Lanlan Ltd., a British Virgin Islands company. |
| 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
5
| Page 6 of 7 pages |
| 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
6
| Page 7 of 7 pages |
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 7, 2020 by the reporting persons with the Securities and Exchange Commission) | |
7
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 9, 2024
| Shanglue Xiao | ||
| /s/ Shanglue Xiao | ||
| Lanlan Ltd. | ||
| By: | /s/ Shanglue Xiao | |
| Name: | Shanglue Xiao | |
| Title: | Director | |