Jin Xing Discloses Significant Stake in So-Young International

TL;DR

**New insider Jin Xing just revealed a big stake in So-Young International, watch for potential shifts!**

AI Summary

Jin Xing, through Beauty & Health Holdings Limited, has filed an initial SC 13D on January 16, 2024, disclosing a significant ownership stake in So-Young International Inc. This filing indicates that Jin Xing, whose address is Tower E, Ronsin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing, 100012, People's Republic of China, now holds a reportable position in the company's Class A ordinary shares. This matters to investors because a substantial ownership disclosure by an individual or entity can signal confidence in the company's future, potentially influencing stock price and future strategic decisions.

Why It Matters

This filing reveals a new major shareholder, Jin Xing, which could signal potential changes in company strategy or governance for So-Young International Inc.

Risk Assessment

Risk Level: medium — While a new significant shareholder can be positive, the exact intentions of Jin Xing are not yet fully clear, introducing some uncertainty.

Analyst Insight

A smart investor would monitor future filings from Jin Xing and So-Young International Inc. for any indications of activist intent or strategic changes, as well as observe market reaction to this new significant ownership.

Key Players & Entities

• Jin Xing (person) — reporting person and significant shareholder
• So-Young International Inc. (company) — subject company whose shares are being reported
• Beauty & Health Holdings Limited (company) — entity through which Jin Xing holds shares
• Class A ordinary shares (other) — type of securities held
• $0.0005 (dollar_amount) — par value per share

Forward-Looking Statements

• Jin Xing may seek to influence So-Young International Inc.'s strategic direction or corporate governance. (So-Young International Inc.) — medium confidence, target: Within 6-12 months
• The stock price of So-Young International Inc. could see increased volatility due to this new significant shareholder disclosure. (So-Young International Inc.) — medium confidence, target: Within 1-3 months

FAQ

Key Financial Figures

• $0.0005 — Class A ordinary shares, par value of $0.0005 per share (Title of Class of Securiti

Filing Documents

• tm243406d1_sc13d.htm (SC 13D) — 64KB
• tm243406d1_ex99-a.htm (EX-99.A) — 5KB
• 0001104659-24-003819.txt ( ) — 71KB

Security and Issuer

Item 1. Security and Issuer This Schedule 13D relates to the Class A ordinary shares of So-Young International Inc., a Cayman Islands company (the “Issuer”), whose principal executive offices are located at Tower E, Ronsin Technology Center, No. 34 Chuangyuan Road, Chaoyang District, Beijing, 100012, People's Republic of China. The ordinary shares of the Issuer consist of Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares, par value $0.0005 each. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The ADSs of the Issuer are listed on The Nasdaq Stock Market under the symbol “SY.” Every 13 ADSs represent 10 Class A ordinary shares of the Issuer.

Identity and Background

Item 2. Identity and Background (a): This Schedule 13D is being filed by Mr. Xing Jin and Beauty & Health Holdings Limited (the “Reporting Persons,” and each, a “Reporting Person”) pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A. (b), (c), and (f): Mr. Jin is the chairman of the board of directors and the chief executive officer of the Issuer. Mr. Jin is a citizen of the People’s Republic of China. The principal business address of Mr. Jin is Tower E, Ronsin Technology Center, Chaoyang District, Beijing, People’s Republic of China. Beauty & Health Holdings Limited is a company incorporated in the British Virgin Islands. Beauty & Health Holdings Limited is controlled by Xing Jin. The registered address of Beauty & Health Holdings Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Beauty & Health Holdings Limited are set forth on Schedule A hereto and are incorporated herein by reference. (d) and (e): During the last five years, neither the Reporting Person nor or (a) any partner, executive officer or director of any Reporting Person, (b) any person controlling any Reporting Person or (c) any partner, executive officer or director of any person ultimately in control of any Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) 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 securiti

Purpose of Transaction

Item 4. Purpose of Transaction On January 5, 2024, the compensation committee of the Issuer has approved to grant, and the Issuer has granted to Mr. Jin, the chairman of the board of directors and the chief executive officer of the Issuer, 2,923,077 restricted share units of the Issuer (the “Restricted Share Units”), each representing the right to receive one Class A ordinary share of the Issuer upon vesting. The vesting of the Restricted Share Units are subject to certain pre-agreed performance target of the Issuer. The Restricted Share Units were granted to Mr. Jin to recognize and reward his contribution to the Issuer and to incentivize him to lead the Issuer to greater business results as the Issuer explores new business initiatives. The Restricted Share Units have been vested on the same day, and the Issuer issued 2,923,077 Class A ordinary shares to Mr. Jin. To better align the Issuer’s long-term strategies and the shareholders’ interests, Mr. Jin has agreed not to sell more than one-third of the total Class A ordinary shares issued upon the vesting of the Restricted Share Units in each year ending December 31, 2024, 2025 and 2026. Except as set forth in this Statement or in the transaction documents described herein and other than, in the case of Mr. Jin, potential future receipt of awards that may be granted under the Issuer’s share incentive plan, neither the Reporting Persons, nor to the best of their knowledge, any person named in Schedule A hereto, has any present plans or proposals to acquire additional securities of the Issuer. Each of the Reporting Persons and the person named in Schedule A hereto intends to review its shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose a portion of th

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View this SC 13D filing on SEC EDGAR