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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934*
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RLX Technology Inc.
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(Name of Issuer)
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Class A and Class B ordinary shares, par value of $0.00001 per share
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(Title of Class of Securities)
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74969N 103**
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨ Rule 13d-1(b)
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¨ Rule 13d-1(c)
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x Rule 13d-1(d)
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* 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.
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** CUSIP number 74969N 103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on the New York Stock Exchange under the symbol “RLX.” Each ADS represents one Class A ordinary share, par value US$0.00001 per share.
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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. 74969N 103
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Page
2 of 11 pages
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1
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NAMES OF REPORTING PERSONS
Ying (Kate) Wang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s 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
224,935,770 Class A ordinary shares and 618,171,790 Class B
ordinary shares(1)
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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
224,935,770 Class A ordinary shares and 308,714,990 Class B
ordinary shares(1)
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8
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SHARED DISPOSITIVE POWER
309,456,800
Class B ordinary shares(1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
843,107,560
ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
53.8% (19.7% economic interest, representing the economic interest
owned by Ms. Ying (Kate) Wang as a percentage of the economic interest of all of the issued and outstanding shares of the Issuer
as of December 31, 2021)(2)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Represents (i) 224,935,770 Class A ordinary shares held by BJ BJ Limited and (ii) 618,171,790 Class B ordinary
shares held by Relx Holdings Limited. Ms. Ying (Kate) Wang is the sole director of BJ BJ Limited and Relx Holdings Limited. Relx
Holdings Limited is 93.64% owned by Lion Valley Limited, a British Virgin Islands company, and 6.36% owned by Autumn Tale Limited, a British
Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited (“Zedra”), on behalf of
and for the benefit of The Alpha Trust as the trustee. Ms. Ying (Kate) Wang is the settlor and enforcer of The Alpha Trust, and Ms. Wang
and her family members are the trust’s beneficiaries. Autumn Tale Limited is wholly owned by Zedra on behalf of and for the benefit
of The Generalation One Trust as the trustee. Mr. Bing Du is the settlor and enforcer of The Generalation One Trust, and Mr. Du
and his family members are the trust’s beneficiaries. Pursuant to the terms of the trusts and certain share entrustment arrangements,
these shares held by Relx Holdings Limited include (i) 308,714,990 Class B ordinary shares owned by The Alpha Trust, (ii) 39,315,730
Class B ordinary shares owned by The Generalation One Trust, (iii) 142,797,680 Class B ordinary shares held on behalf of
and for the benefit of Mr. Long (David) Jiang, (iv) 93,343,940 Class B ordinary shares held on behalf of and for the benefit
of Mr. Yilong Wen and (v) 33,999,450 Class B ordinary shares held on behalf of and for the benefit of certain of other
employees of the Issuer.
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Based on the above, (i) Ms. Ying (Kate) Wang is
deemed to have sole voting power over all of the shares beneficially owned by her, (ii) Ms. Ying (Kate) Wang is deemed to have
sole dispositive power over an aggregate of 533,650,760 ordinary shares, consisting of 224,935,770 Class A ordinary shares held by
BJ BJ Limited and 308,714,990 Class B ordinary shares owned by The Alpha Trust through Relx Holdings Limited, and (iii) Ms. Ying
(Kate) Wang is deemed to have shared dispositive power over an aggregate of 309,456,800 Class B ordinary shares through Relx Holdings
Limited, consisting of 39,315,730 Class B ordinary shares owned by The Generalation One Trust, 142,797,680 Class B ordinary
shares held on behalf of and for the benefit of Mr. Long (David) Jiang, 93,343,940 Class B ordinary shares held on behalf of
and for the benefit of Mr. Yilong Wen and 33,999,450 Class B ordinary shares held on behalf of and for the benefit of certain
of other employees of the Issuer.
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(2)
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Based on 947,559,047 Class A ordinary shares and 618,171,790
Class B ordinary shares issued and outstanding as of December 31, 2021. The percentage of economic interest of Ms. Ying
(Kate) Wang excludes the economic interest represented by (i) 39,315,730 Class B ordinary shares owned by The Generalation One
Trust, (ii) 142,797,680 Class B ordinary shares held on behalf of and for the benefit of Mr. Long (David) Jiang, (iii) 93,343,940
Class B ordinary shares held on behalf of and for the benefit of Mr. Yilong Wen, (iv) 33,999,450 Class B ordinary
shares held on behalf of and for the benefit of certain of other employees of the Issuer, and (v) 224,935,770 Class A ordinary
shares held by BJ BJ Limited for the purpose of administering share incentive awards under the 2021 share incentive plan (“2021
Plan”) to the plan participants.
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CUSIP
No. 74969N 103
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Page
3 of 11 pages
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1
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NAMES OF REPORTING PERSONS
Relx Holdings Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR 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
618,171,790 Class B ordinary shares(1)
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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
618,171,790 Class B ordinary shares(1)
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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
618,171,790 Class B ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
39.5%(2)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Represents 618,171,790 Class B ordinary shares held
by Relx Holdings Limited, a British Virgin Islands company. Relx Holdings Limited is 93.64% owned by Lion Valley Limited, a British
Virgin Islands company, and 6.36% owned by Autumn Tale Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned
by Zedra, on behalf of and for the benefit of The Alpha Trust as the trustee. Ms. Ying (Kate) Wang is the settlor and enforcer of
The Alpha Trust, and Ms. Wang and her family members are the trust’s beneficiaries. Autumn Tale Limited is wholly owned by
Zedra on behalf of and for the benefit of The Generalation One Trust as the trustee. Mr. Bing Du is the settlor and enforcer of The
Generalation One Trust, and Mr. Du and his family members are the trust’s beneficiaries. Pursuant to the terms of the trusts
and certain share entrustment arrangements, these shares held by Relx Holdings Limited include (i) 308,714,990 Class B ordinary
shares owned by The Alpha Trust, (ii) 39,315,730 Class B ordinary shares owned by The Generalation One Trust, (iii) 142,797,680
Class B ordinary shares held on behalf of and for the benefit of Mr. Long (David) Jiang, (iv) 93,343,940 Class B ordinary
shares held on behalf of and for the benefit of Mr. Yilong Wen and (v) 33,999,450 Class B ordinary shares held on behalf
of and for the benefit of certain of other employees of the Issuer.
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(2)
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Based on 947,559,047 Class A ordinary shares and 618,171,790 Class B ordinary shares issued and outstanding as of December 31,
2021.
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CUSIP
No. 74969N 103
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Page
4 of 11 pages
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1
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NAMES OF REPORTING PERSONS
BJ BJ Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR 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
224,935,770 Class A ordinary shares(1)
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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
224,935,770 Class A ordinary shares(1)
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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
224,935,770 Class A ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
14.4%(2)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Represents 224,935,770 Class A ordinary shares held by BJ BJ Limited, a British Virgin Islands company.
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(2)
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Based on 947,559,047 Class A ordinary shares and 618,171,790 Class B ordinary shares issued and outstanding as of December 31,
2021.
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CUSIP
No. 74969N 103
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Page
5 of 11 pages
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1
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NAMES OF REPORTING PERSONS
Long (David) Jiang
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s 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
0
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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
0
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8
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SHARED DISPOSITIVE POWER
142,797,680
Class B ordinary shares(1).
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,797,680
Class B ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.1%(2)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Represents 142,797,680 Class B ordinary shares held by Relx Holdings Limited on behalf of and for the benefit of Mr. Long
(David) Jiang. Mr. Long (David) Jiang is not the record holder but beneficial owner of these shares. See Item 4 below for details.
In the event that Mr. Long (David) Jiang and/or his affiliates hold shares in the Issuer for their own account directly, those Class B
ordinary shares will be automatically converted into the same number of Class A ordinary shares.
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(2)
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Based on 947,559,047 Class A ordinary shares and 618,171,790 Class B ordinary shares issued and outstanding as of December 31,
2021.
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CUSIP
No. 74969N 103
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Page 6
of 11 pages
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1
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NAMES OF REPORTING PERSONS
Yilong Wen
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s 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
0
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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
0
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8
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SHARED DISPOSITIVE POWER
93,343,940
Class B ordinary shares(1).
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,343,940
Class B ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%(2)
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12
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TYPE OF REPORTING PERSON
IN
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(1)
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Represents
93,343,940 Class B ordinary shares held by Relx Holdings Limited on behalf of and for
the benefit of Mr. Yilong Wen. Mr. Yilong Wen is not the record holder but beneficial
owner of these shares. See Item 4 below for details. In the event that Mr. Yilong Wen
and/or his affiliates hold shares in the Issuer for their own account directly, those Class B
ordinary shares will be automatically converted into the same number of Class A ordinary
shares.
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(2)
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Based on 947,559,047 Class A ordinary shares and 618,171,790 Class B
ordinary shares issued and outstanding as of December 31, 2021.
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CUSIP
No. 74969N 103
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Page 7
of 11 pages
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ITEM 1(a).
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NAME OF ISSUER:
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RLX Technology Inc. (the “Issuer”)
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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19/F, Building 1, Junhao Central Park Plaza
No. 10 South Chaoyang Park Avenue
Chaoyang District, Beijing 100026
People’s Republic of China
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ITEM 2(a).
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NAME OF PERSON FILING:
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(ii)
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Relx Holdings Limited
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(collectively, the “Reporting Persons”)
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
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For each of the Reporting Persons:
19/F, Building 1, Junhao Central Park Plaza
No. 10 South Chaoyang Park Avenue
Chaoyang District, Beijing 100026
People’s Republic of China
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(i)
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Ying (Kate) Wang – People’s Republic of China
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(ii)
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Relx Holdings Limited – British Virgin Islands
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(iii)
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BJ BJ Limited – British Virgin Islands
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(iv)
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Long (David) Jiang – People’s Republic of China
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(v)
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Yilong Wen – People’s Republic of China
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES:
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Class A ordinary shares, par value of $0.00001 per
share. The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares, par value of $0.00001
per share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect
to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into
one Class A ordinary share. 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.
74969N 103
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CUSIP
No. 74969N 103
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Page 8
of 11 pages
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ITEM 3.
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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:
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Not applicable
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Reporting Person(1)
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Amount
beneficially
owned:
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Percent of
beneficial
ownership:
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Percentage
of economic
interest
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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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Ying
(Kate) Wang(2)
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843,107,560
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53.8
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%
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19.7
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%
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89.9
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%
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843,107,560
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0
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533,650,760
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309,456,800
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Relx
Holdings Limited(3)
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618,171,790
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39.5
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%
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39.5
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%
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86.7
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%
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618,171,790
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0
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618,171,790
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0
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BJ BJ Limited(4)
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224,935,770
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14.4
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%
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14.4
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%
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3.2
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%
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224,935,770
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0
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224,935,770
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0
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Long (David) Jiang(5)
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142,797,680
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9.1
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%
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9.1
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%
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20.0
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%
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0
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0
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0
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142,797,680
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Yilong Wen(6)
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93,343,940
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6.0
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%
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6.0
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%
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13.1
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%
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0
|
|
|
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0
|
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|
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0
|
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|
93,343,940
|
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(1)
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For each Reporting Person included in this table, percentage of voting
power is calculated by dividing the voting power beneficially owned by such Reporting Person
by the voting power of all of the Issuer’s issued and outstanding Class A and
Class B ordinary shares as a single class. 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 a vote. The Issuer’s Class A
ordinary shares and Class B ordinary shares vote together as a single class on all matters
submitted to a vote of the Issuer’s shareholders, except as may otherwise be required
by law. The Issuer’s Class B ordinary shares are convertible at any time by the
holder thereof into Class A ordinary shares on a one-for-one basis. For each Reporting
Person included in this table, the percentage of economic interest is calculated by the economic
interest owned by such Reporting Person by the economic interest of all of the Issuer’s
issued and outstanding ordinary shares.
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(2)
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Represents (i) 224,935,770 Class A ordinary shares held by
BJ BJ Limited and (ii) 618,171,790 Class B ordinary shares held by Relx Holdings
Limited. Ms. Ying (Kate) Wang is the sole director of BJ BJ Limited and Relx Holdings
Limited. See footnotes (3) and (4) below for more details. The percentage of economic
interest of Ms. Ying (Kate) Wang excludes the economic interest represented by (i) 39,315,730
Class B ordinary shares owned by The Generalation One Trust, (ii) 142,797,680 Class B
ordinary shares held on behalf of and for the benefit of Mr. Long (David) Jiang, (iii) 93,343,940
Class B ordinary shares held on behalf of and for the benefit of Mr. Yilong Wen,
(iv) 33,999,450 Class B ordinary shares held on behalf of and for the benefit of
certain of our other employees, and (v) 224,935,770 Class A ordinary shares held
by BJ BJ Limited for the purpose of administering share incentive awards under the 2021 Plan
to the plan participants.
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|
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(3)
|
Represents
618,171,790 Class B ordinary shares held by Relx Holdings Limited, a British Virgin
Islands company with Ms. Ying (Kate) Wang being the sole director. Relx Holdings Limited
is 93.64% owned by Lion Valley Limited, a British Virgin Islands company, and 6.36% owned
by Autumn Tale Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned
by Zedra, on behalf of and for the benefit of The Alpha Trust as the trustee. Ms. Ying
(Kate) Wang is the settlor and enforcer of The Alpha Trust, and Ms. Wang and her family
members are the trust’s beneficiaries. Autumn Tale Limited is wholly owned by Zedra
on behalf of and for the benefit of The Generalation One Trust as the trustee. Mr. Bing
Du is the settlor and enforcer of The Generalation One Trust, and Mr. Du and his family
members are the trust’s beneficiaries. Pursuant to the terms of the trusts and certain
share entrustment arrangements, these shares held by Relx Holdings Limited include (i) 308,714,990
Class B ordinary shares owned by The Alpha Trust, (ii) 39,315,730 Class B
ordinary shares owned by The Generalation One Trust, (iii) 142,797,680 Class B
ordinary shares held on behalf of and for the benefit of Mr. Long (David) Jiang, (iv) 93,343,940
Class B ordinary shares held on behalf of and for the benefit of Mr. Yilong Wen,
and (v) 33,999,450 Class B ordinary shares held on behalf of and for the benefit
of certain of other employees of the Issuer.
|
|
|
(4)
|
Represents
224,935,770 Class A ordinary shares held by BJ BJ Limited for the purpose of administering
share incentive awards under the 2021 Plan to the plan participants, and administering the
awards and acting according to the Issuer’s instruction. BJ BJ Limited is a British
Virgin Islands company, with Ms. Ying (Kate) Wang being the sole director, and is wholly
owned by Zedra on behalf of and for the benefit of The Nano Trust as the trustee. Ms. Ying
(Kate) Wang is the enforcer of The Nano Trust. Under the terms of the trust, Ms. Wang
has the power to direct the trustee with respect to the retention or disposal of, and the
exercise of any voting and other rights attached to, the shares held by BJ BJ Limited.
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|
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(5)
|
Represents 142,797,680 Class B ordinary shares held by Relx Holdings
Limited on behalf of and for the benefit of Mr. Long (David) Jiang. Mr. Long (David)
Jiang is not the record holder but beneficial owner of these shares. See footnote (3) above
for more details. In the event that Mr. Long (David) Jiang and/or his affiliates hold
shares in the Issuer for their own account directly, those Class B ordinary shares will
be automatically converted into the same number of Class A ordinary shares.
|
|
|
(6)
|
Represents 93,343,940 Class B ordinary shares held by Relx Holdings
Limited on behalf of and for the benefit of Mr. Yilong Wen. Mr. Yilong Wen is not
the record holder but beneficial owner of these shares. See footnote (3) above for more
details. In the event that Mr. Yilong Wen and/or his affiliates hold shares in the Issuer
for their own account directly, those Class B ordinary shares will be automatically
converted into the same number of Class A ordinary shares.
|
|
CUSIP
No. 74969N 103
|
|
Page 9
of 11 pages
|
|
|
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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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable
Not applicable
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CUSIP
No. 74969N 103
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Page 10
of 11 pages
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LIST OF EXHIBITS
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CUSIP
No. 74969N 103
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Page 11
of 11 pages
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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: February 11,
2022
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Ying (Kate) Wang
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/s/ Ying (Kate) Wang
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Relx Holdings Limited
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By:
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/s/
Ying (Kate) Wang
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Name: Ying (Kate) Wang
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Title: Director
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BJ BJ Limited
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By:
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/s/
Ying (Kate) Wang
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Name: Ying (Kate) Wang
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Title: Director
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Long (David) Jiang
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/s/ Long (David) Jiang
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Yilong Wen
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/s/ Yilong Wen
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