Ning Liu, Esq.
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* No CUSIP number has been assigned to the ordinary shares of the
Issuer. CUSIP number 00809M104 was assigned to the American Depositary Shares (“ADSs”) of, which are quoted on the Nasdaq
Global Market under the symbol “AIH.” Each ADS represents three ordinary shares.
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 |
NAME OF REPORTING PERSONS
MY Universe (HK) Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR, People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
36,402,5702 |
8 |
SHARED
VOTING POWER
51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
36,402,5702 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,099,102 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
|
1
The Reporting Persons expressly disclaim status as a “group” for purposes of this
Schedule 13D/A.
2 Represents 36,402,570 ordinary
shares directly beneficially owned by MY Universe (HK) Limited.
3 Pursuant to the Voting Support
Agreement and the Cooperation Agreement, each Reporting Person may be deemed to have beneficial ownership of ordinary shares beneficially
owned by Dr. Zhou Pengwu, Ms. Ding Wenting, and Peak Asia Investment Holdings V Limited. As of the date of this Schedule 13D/A, Dr. Zhou
Pengwu beneficially owns 20,628,880 ordinary shares, Ms. Ding Wenting beneficially owns 15,490,692 ordinary shares, and Peak Asia Investment
Holdings V Limited beneficially owns 15,576,960 ordinary shares of the Issuer.
4 The percentage of the class
of securities beneficially owned by each Reporting Person is calculated based on 130,582,310 issued and outstanding ordinary shares of
the Issuer as of February 16. 2023. The filing of this joint Schedule 13D/A shall not be construed as an admission that any of the Reporting
Persons is, for purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by the Voting Support Agreement
and the Cooperation Agreement.
1 |
NAME OF REPORTING PERSONS
Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
36,402,5702 |
8 |
SHARED VOTING POWER 51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
36,402,5702 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,099,102 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
PN |
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS
Shenzhen Venture Capital M & A Fund Management (Shenzhen) Co., Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
36,402,5702 |
8 |
SHARED VOTING POWER
51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
36,402,5702 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,099,102 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS
Shenzhen Luohu Red Earth Pioneering Cci Capital Ltd |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
36,402,5702 |
8 |
SHARED VOTING POWER
51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
36,402,5702 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,099,102 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS
Shenzhen Capital Group Co., Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
36,402,5702 |
8 |
SHARED VOTING POWER
51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
36,402,5702 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,099,102 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS
Shenzhen Lafang Investment Management Co., Ltd. |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
36,402,5702 |
8 |
SHARED VOTING POWER
51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
36,402,5702 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
88,099,102 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.5%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS
Australia Wanda International Company Limited |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong SAR, People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
51,696,5323 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,696,532 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%4 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
|
|
|
|
|
1 |
NAME OF REPORTING PERSONS
WU Guiqian |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
57,815,8465 |
8 |
SHARED VOTING POWER
51,696,5322 |
9 |
SOLE DISPOSITIVE POWER
57,815,8465 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,512,378 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.9%3 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
|
5 Represents 21,413,276 ordinary shares indirectly beneficially owned by WU Guiqian through Hawyu (HK) Limited and 36,402,570 ordinary shares
indirectly beneficially owned by WU Guiqian through MY Universe (HK) Limited.
1 |
NAME OF REPORTING PERSONS
Laurena Wu |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) x1 |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See Instructions)
WC |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Australia |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
51,696,5322 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,696,532 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ¨ |
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%3 |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
|
|
|
|
|
This statement on Schedule 13D (this “Schedule
13D”) constitutes Amendment No. 1 to the Schedule 13D filed on behalf of each of MY Universe (HK) Limited, Hainan Oriental
Jiechuang Investment Partnership (Limited Partnership), Shenzhen Venture Capital M & A Fund Management (Shenzhen) Co., Ltd.,
Shenzhen Luohu Red Earth Pioneering Cci Capital Ltd, Shenzhen Capital Group Co., Ltd., Shenzhen Lafang Investment Management Co,.Ltd.,
Australia Wanda International Company Limited, WU Guiqian and Laurena Wu with respect to the ordinary shares, par value US$0.001 per share,
of Aesthetic Medical International Holdings Group Limited, a Cayman Islands company (the “Issuer”).
Except as amended hereby, the Original
Schedule 13D remains in full force and effect.
Capitalized terms used but not defined
in this Schedule 13D have the meanings ascribed to them in the Original Schedule 13D.
| Item 2. | Identity and Background. |
Item 2 of the Original Schedule 13D is
hereby amended and supplemented as follows:
(a) MY
Universe (HK) Limited (“My Universe”), Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) (“Jiechuang”),
Shenzhen Venture Capital M & A Fund Management (Shenzhen) Co., Ltd. (“SVC Fund Management”), Shenzhen Luohu
Red Earth Pioneering Cci Capital Ltd (“Red Earth”), Shenzhen Capital Group Co., Ltd. (“SCGC”), Shenzhen Lafang
Investment Management Co., Ltd. (“Lafang Investment”), Australia Wanda International Company Limited (“Wanda”),
WU Guiqian and Laurena Wu are collectively referred to herein as “Reporting Persons,” and each, a “Reporting Person.”
This Schedule 13D is being filed jointly on behalf of the Reporting Persons. A Joint Filing Agreement between the Reporting Persons is
attached hereto as Exhibit A.
My Universe is a wholly owned subsidiary of Jiechuang.
Lafang Investment and SVC Fund Management serve as the general partners of Jiechuang and may be deemed to have the shared voting and dispositive
power. Red Earth, wholly owned by SCGC, directly owns 95% shares of SVC Fund Management. SCGC is a state-owned enterprise incorporated
in China. WU Guiqian may be deemed to have the beneficial ownership of Lafang Investment; Laurena Wu may be deemed to have the beneficial
ownership of Wanda.
(b) The
residence/business address of each Reporting Person is as follows:
My Universe: Suite 603, 6/F, Laws Commercial Plaza,
788 Cheung Sha Wan Road, Kowloon, Hong Kong.
Jiechuang: FH3-106, Business Incubation Service Center,
No.73 Xingyang Avenue, Jiangdong New District, Haikou City, Hainan Province, People’s Republic of China.
SVC Fund Management: 1001 Nanshan Finance Building,
No.11 Kefa Road, Nanshan Dist., Shenzhen, Guangdong Province, People’s Republic of China
Red Earth: Room 11B1, Investment Building, 4009
Shennan Avenue, Futian Dist., Shenzhen, Guangdong Province, People’s Republic of China
SCGC: Zone B, 11/F, Investment Building, 4009
Shennan Avenue, Futian Dist., Shenzhen, Guangdong Province, People’s Republic of China
Lafang Investment: 1601B, Humon Land Building, Intersection
of Qiaoxiang Road and Qiaocheng East Road, Futian District, Shenzhen, Guangdong Province, People’s Republic of China
Wanda: 19/F, No.3 Lockhart Road, Wanchai, Hong Kong.
WU Guiqian: c/o Shenzhen Lafang Investment Management
Co., Ltd., 1601B, Humon Land Building, Intersection of Qiaoxiang Road and Qiaocheng East Road, Futian District, Shenzhen, Guangdong
Province, People’s Republic of China
Laurena Wu: c/o Australia Wanda International Company
Limited, 19/F, No.3 Lockhart Road, Wanchai, Hong Kong.
(c) Each
of My Universe, Jiechuang, SVC Fund Management, Red Earth, SCGC and Wanda is principally engaged in the business of investment in securities.
WU Guiqian is the controlling shareholder of Lafang Investment; Laurena Wu is a director and the controlling shareholder of Wanda.
(d) During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The
citizenship of each Reporting Person is as follows:
My Universe: Hong Kong SAR, People’s Republic
of China
Jiechuang: People’s Republic of China
SVC Fund Management: People’s Republic of China
Red Earth: People’s Republic of China
SCGC: People’s Republic of China
Lafang Investment: People’s Republic of China
Wanda: Hong Kong, People’s Republic of China
WU Guiqian: People’s Republic of China
Laurena Wu: The Commonwealth of Australia
| Item 4. | Purpose of Transaction. |
Item 4 of the Original Schedule 13D is hereby amended
and supplemented as follows:
On July 20, 2022, certain parties entered into
the respective agreements as below:
(i) the Issuer, Dr. Zhou Pengwu, Ms. Ding
Wenting (together with Dr. Zhou Pengwu, the “Founders”) and Jiechuang entered into a Share Subscription Agreement (the
“Jiechuang Agreement”) whereby Jiechuang or its designated entity agrees to subscribe 36,402,570 newly issued ordinary shares
of the Issuer for the equivalent US dollars of RMB170,000,000;
(ii) the Issuer, Seefar Global Holdings Limited
(“Seefar”), Jubilee Set Investments Limited (“Jubilee”), Pengai Hospital Management Corporation (“PH Management”,
together with Seefar and Jubilee, the “Sellers”), the Founders and Wanda entered into a Share Purchase Agreement (the “Wanda
Agreement”) whereby Wanda agrees to purchase 21,321,962 shares of ordinary shares of the Issuer from the Sellers for the equivalent
US dollars of RMB100,000,000;
(iii) the Issuer, Seefar, Jubilee, the Founders,
Hawyu (HK) Limited (“Hawyu”), Wanda, Jiechuang and Peak Asia Investment Holdings V Limited (“ADV”) entered into
a Shareholders Agreement (the “Shareholders Agreement”). The Shareholders’ Agreement governs, among other things, the
appointment of the Issuer’s board of directors (the “Directors”) and senior management, the notice, quorum and Directors’
voting arrangement of board meetings, certain lock-up commitments of the Founders and their affiliates and pre-emptive rights mechanism
for the Issuer’s ordinary shares. Pursuant to the Shareholders’ Agreement, the board of directors of the Issuer shall consist
of 11 directors, 4 of whom may be appointed by Jiechuang, 2 of whom may be appointed by Wanda, 1 of whom may be appointed by Hawyu, 2
of whom may be appointed by Seefar for so long as Dr. Zhou Pengwu, Ms. Ding Wenting, the Sellers and their affiliates collectively
hold no less than 5% of the issued ordinary shares of the Issuer (if they collectively hold less than 5% but no less than 2% of the issued
ordinary shares of the Issuer, 1 of whom may be appointed by Seefar), and 2 of whom may be appointed by ADV for so long as ADV and/or
its affiliates hold no less than 10% of the issued ordinary shares of the Issuer. On the date of completion of closings of both the share
transfer under the Wanda Agreement and the subscription of ordinary shares under the Jiechuang Agreement, the Issuer shall deliver two
separate warrants to purchase ordinary shares of the Issuer to Seefar and Wanda, respectively;
(iv) the Issuer, the Founders, Wanda, Jiechuang,
ADV and Beacon Technology Investment Holdings Limited entered into a Cooperation Agreement (the “Cooperation Agreement”).
Pursuant to the Cooperation Agreement,
| · | ADV shall, with respect to each annual and extraordinary meeting of the Issuer, (a) be present at such meeting or otherwise cause
all ordinary shares and American Depositary Shares beneficially owned by ADV (the “ADV Covered Shares”) to be counted as present
for the purpose of establishing a quorum, and respond to each request by the Issuer for written consent; (b) vote (or consent), or
cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all ADV Covered
Shares (i) in favor of the proposed transactions contemplated in the Cooperation Agreement, the adoption of the transaction agreements
pertaining to the proposed transactions contemplated in the Cooperation Agreements and any other matters necessary for consummation of
the proposed transactions, and (ii) against (a) any proposal or transaction that competes with proposed transactions, and (b) any
other action that would impede, interfere with, delay, postpone or adversely affect the proposed transactions; |
| · | ADV has not granted, and shall not grant at any time prior to the Closing (as defined therein), a proxy or power of attorney with
respect to any ADV Covered Shares which is inconsistent with ADV’s obligations pursuant to the Cooperation Agreement; |
| · | upon the Closing, ADV shall, subject to the requisite approvals being obtained and continuing in force, convert the outstanding Principal
Amount (as defined in the Convertible Note issued to ADV on September 17, 2020 (the “Note”)) and the Conversion Catch-up
Amount (as defined in the Note), at a conversion price that is equal to the USD equivalent of RMB4.203 per ordinary share; |
| · | the Issuer shall execute and deliver to ADV the warrant for the purchase of shares of the Issuer to ADV on the date of the Cooperation
Agreement (such warrant, the “Warrant”). The Warrant shall be effective on and from the Closing and shall be exercisable into
ordinary shares of the Issuer in accordance with the terms thereof (such ordinary shares, the “Warrant Shares”). The warrant
exercise price shall be equal to the USD equivalent of RMB4.67 per ordinary share and may be settled, subject to the terms and conditions
of Warrant, by way of cashless settlement and/or set-off against the Exit Payment (as defined in the Exit Payments Agreement entered into
by ADV, the Issuer and the Founders on September 15, 2020). The Warrant shall contain customary registration rights and the Warrant
Shares shall be freely transferable on the exercise of the Warrant; and |
| · | each party may terminate the Cooperation Agreement upon the earlier of the following: (a) if the Closing does not occur by the
Outside Date; and (b) any of the transaction agreements is terminated. “Outside Date” means (i) December 31,
2022; (ii) if all the conditions, other than the satisfaction of the PRC regulatory condition in respect of the proposed transaction
(including approvals/registrations/filings required for outward foreign direct investment and antitrust approvals/filings), are satisfied
or waived by December 31, 2022, March 31, 2023; or (iii) such other date as agreed between the parties to the Cooperation
Agreement; |
(v) the Sellers, Shengli Family Limited, the Founders
(together with the Sellers and Shengli Family Limited, the “Seller Parties”), Wanda and Jiechuang entered into a Voting Support
Agreement (the “Voting Support Agreement”, together with the Jiechuang Agreement, the Wanda Agreement, the Shareholders Agreement
and the Cooperation Agreement, the “Transaction Agreements”) whereby the Seller Parties, before the closing of the transaction
contemplated under the Transaction Agreements, shall at any meeting of the shareholders of the Issuer, (a) appear at such meeting
or otherwise cause all voting securities beneficially owned by the Founders (the “Founder Covered Shares”) to be counted as
present for the purpose of establishing a quorum, and respond to each request by the Issuer for written consent, if any and (b) vote
(or consent), or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to),
all Founder Covered Shares (i) in favor of the proposed transactions contemplated under the Voting Support Agreement, the adoption
of the Transaction Agreements and any other matters necessary for consummation of such proposed transactions and the other transactions
and (ii) against (A) any action or agreement that would result in a breach of any covenant, representation or warranty or any
other obligation or agreement contained in the Transaction Agreements, (B) any proposal or transaction that competes with such proposed
transactions, and (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely
affect such proposed transactions or the Voting Support Agreement; and
(vi) Jiechuang, Wanda, ADV, Seefar and Jubilee
entered into a Co-Sale Agreement, pursuant to which ADV, Seefar and Jubilee hold the right to co-sale with Jiechuang and Wanda should
any of Jiechuang or Wanda proposes to transfer any shares in the Issuer in accordance with the terms and conditions therein.
On December 26, 2022, certain parties entered
into the respective agreements as below:
(i) the Issuer, the Founders and Jiechuang entered
into an Amendment to Share Subscription Agreement to extend the outside date to March 31, 2023;
(ii) the Issuer, the Sellers, the Founders and
Wanda entered into an Amendment to Share Purchase Agreement to extend the outside date to March 31, 2023; and
(iii) the Issuer, the Founders, Wanda, Jiechuang,
ADV and Beacon Technology Investment Holdings Limited entered into an Amendment to Cooperation Agreement to extend the outside date to
March 31, 2023.
On February 16, 2023, the transactions contemplated
under the Jiechuang Agreement have been closed. 36,402,570 ordinary shares of the Issuer was issued to My Universe upon the closing of
the Jiechuang Agreement per Jiechuang’s designation.
The Reporting Persons intend to review their investment
in the Issuer on an ongoing basis and, in the course of their review, may take actions (including through their affiliates) with respect
to their investment or the Issuer, including communicating with the board of directors of the Issuer, members of management or other security-holders
of the Issuer, lenders to the Issuer, or other third parties from time to time, taking steps to implement a course of action, including,
without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review,
and evaluating strategic alternatives as they may become available. Such discussions and actions may be preliminary and exploratory in
nature, and not rise to the level of a plan or proposal. Notwithstanding anything contained herein, the Reporting Persons specifically
reserve the right to change their intention with respect to any or all of such matters. In reaching any decision as to their course of
action (as well as to the specific elements thereof), the Reporting Persons currently expect that they would take into consideration a
variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning
the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government
regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
Except as set forth in this statement, the Reporting
Persons have no plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 of the Original Schedule 13D is hereby amended
and supplemented as follows:
(a)–(b) The
responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated
by reference in this Item 5.
As described in Item 4 of this Statement, pursuant
to (i) the Voting Support Agreement by and among the Seller Parties, Wanda and Jiechuang and (ii) the Cooperation Agreement
by and among the Issuer, Seefar, Jubilee, the Founders, Hawyu, Wanda, Jiechuang and ADV, the Reporting Persons may be deemed for purposes
of Rule 13d-3 promulgated under the Exchange Act to have shared voting power over 51,696,532 ordinary shares of the Issuer.
Except as disclosed in this Schedule 13D, none of the
Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary
shares which it may be deemed to beneficially own.
(c) Not
applicable.
(d) No
person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any securities owned by either of the Reporting Persons.
(e) Not
applicable.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 6 of the Original Schedule 13D is hereby amended
and supplemented as follows:
The information
set forth in Item 4 of this Statement is incorporated by reference in this Item 6.
To the best knowledge of the Reporting Persons, except
as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting
Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan
or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or
a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
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 24, 2023
MY Universe (HK) Limited |
|
By: /s/ WU Binhua |
|
|
Name: WU Binhua
Title: Authorized Representative |
|
|
|
Hainan Oriental Jiechuang Investment Partnership (Limited Partnership) |
|
By: /s/ WU Binhua |
|
|
Name: WU Binhua
Title: Authorized Representative |
|
|
|
Shenzhen Venture Capital M & A Fund Management (Shenzhen) Co., Ltd. |
|
By: /s/ LI Shouyu |
|
|
Name: LI Shouyu |
|
|
Title: Legal Representative |
|
|
|
Shenzhen Luohu Red Earth Pioneering Cci Capital Ltd |
|
By: /s/ MENG Jianbin |
|
|
Name: MENG Jianbin
Title: Legal Representative |
|
|
|
Shenzhen Capital Group Co., Ltd. |
|
By: /s/ NI Zewang |
|
|
Name: NI Zewang
Title: Legal Representative |
Shenzhen Lafang Investment Management Co., Ltd. |
|
By: /s/ WU Binhua |
|
|
Name: WU Binhua
Title: Legal Representative |
|
|
|
Australia Wanda International Company Limited |
|
By: /s/ Laurena WU |
|
|
Name: Laurena WU
Title: Director |
|
|
|
WU Guiqian |
|
By: /s/ WU Guiqian |
|
|
Name: WU Guiqian |
|
|
|
Laurena Wu |
|
By: /s/ Laurena WU |
|
|
Name: Laurena WU |