Amended Statement of Ownership (sc 13g/a)
11 Janvier 2023 - 12:08PM
Edgar (US Regulatory)
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. 3)*
Yunji Inc.
(Name of Issuer)
Ordinary shares, par value of $0.000005 per share
(Title of Class of Securities)
98873N 107**
(CUSIP
Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
* |
The remainder of this cover page shall be filled out for a reporting persons 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 107 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 ten Class A ordinary shares of the issuer. |
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).
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CUSIP No. 98873N 107 |
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Page
2
of 7 pages |
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1 |
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Name of Reporting Person
Shanglue Xiao |
2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
3 |
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SEC Use Only
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4 |
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Citizenship
Peoples Republic of
China |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5 |
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Sole Voting Power
984,960,000 ordinary shares. See Item 4. |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
984,960,000 ordinary shares. See Item 4. |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
984,960,000 ordinary shares. See Item 4. |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 48.0%. See Item 4. |
12 |
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Type of Reporting
Person IN |
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CUSIP No. 98873N 107 |
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Page
3
of 7 pages |
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1 |
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Name of Reporting Person
Lanlan Ltd. |
2 |
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Check the Appropriate Box
if a Member of a Group
(a) ☐ (b) ☐ |
3 |
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SEC Use Only
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4 |
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Place of Organization
British Virgin
Islands |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
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5 |
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Sole Voting Power
949,960,000 ordinary shares. See Item 4. |
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6 |
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Shared Voting Power
0 |
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7 |
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Sole Dispositive Power
949,960,000 ordinary shares. See Item 4. |
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8 |
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Shared Dispositive Power
0 |
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9 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
949,960,000 ordinary shares. See Item 4. |
10 |
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Check if the Aggregate
Amount in Row (9) Excludes Certain Shares ☐ |
11 |
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Percent of Class
Represented by Amount in Row (9) 47.1%. See Item 4. |
12 |
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Type of Reporting
Person CO |
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CUSIP No. 98873N 107 |
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Page
4
of 7 pages |
Item 1(a). |
Name of Issuer: |
Yunji Inc. (the Issuer)
Item 1(b). |
Address of Issuers Principal Executive Offices: |
15/F, South Building, Hipark Phase 2
Xiaoshan District, Hangzhou 310000, Zhejiang Province
Peoples 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
Peoples Republic of China
Lanlan Ltd.
Maples Corporate
Services (BVI) Limited of Kingston Chambers
PO Box 173, Road Town
Tortola, British Virgin Islands
Shanglue Xiao Peoples 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 Issuers 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.
98873N 107
This CUSIP number
applies to the American Depositary Shares of the Issuer (ADSs), every ADS representing ten Class A Ordinary Shares.
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CUSIP No. 98873N 107 |
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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
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, 2022:
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Amount beneficially owned |
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Percent of class |
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Percent of aggregate voting power: |
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Sole power to vote or direct the vote |
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Shared power to vote or to direct the vote |
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Sole power to dispose or to direct the disposition of |
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Shared power to dispose or to direct the disposition of |
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Shanglue Xiao |
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984,960,000 |
(1) |
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48.0 |
% (2)
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89.9 |
% (3) |
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984,960,000 |
(1) |
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0 |
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984,960,000 |
(1) |
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0 |
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Lanlan Ltd. |
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949,960,000 |
(4) |
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47.1 |
% (2) |
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89.9 |
% (3) |
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949,960,000 |
(4) |
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0 |
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949,960,000 |
(4) |
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0 |
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(1) |
Represents (i) 949,960,000 Class B Ordinary Shares held by Lanlan Ltd., a British Virgin Islands company,
(ii) 20,000,000 Class A Ordinary Shares issuable to Mr. Shanglue Xiao upon exercise of options within 60 days after December 31, 2022, and (iii) 15,000,000 Class A Ordinary Shares issuable to Mr. Shanglue Xiao upon
vesting of restricted share units within 60 days after December 31, 2022. 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
2,018,397,352 outstanding ordinary shares, being the sum of 1,068,437,352 Class A Ordinary Shares (excluding the 140,393,870 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 Issuers share incentive plans) and 949,960,000 Class B Ordinary Shares outstanding as of December 31, 2022 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, 2022.
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(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 Issuers Class A Ordinary Shares and Class B Ordinary Shares as of December 31, 2022 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.
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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
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CUSIP No. 98873N 107 |
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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
Not applicable
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CUSIP No. 98873N 107 |
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Page
7
of 7 pages |
LIST OF EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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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) |
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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: January 11, 2023
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Shanglue Xiao |
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/s/ Shanglue Xiao |
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Lanlan Ltd. |
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By: |
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/s/ Shanglue Xiao |
Name: |
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Shanglue Xiao |
Title: |
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Director |
[Signature Page to
Schedule 13G]
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