UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Ruhnn Holding Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.000000001 per share

(Title of Class of Securities)

781314 109 (1)

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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.

 

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).

 


(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing five Class A ordinary shares.

 


 

SCHEDULE 13G

 

CUSIP No. 781314 109

 

 

1

Names of Reporting Persons
Chao Shen

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

o

 

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
24,262,375
(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
24,262,375
(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,262,375(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
9.1% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 5.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 12.0% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)
IN

 


(1)

Represents 24,262,375 Class B ordinary shares held by YangMing Investment Limited.

 

 

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 243,073,114 Class A ordinary shares and 177,334,250 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019.

 

 

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. 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.

 

2


 

1

Names of Reporting Persons
YangMing Investment Limited

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)

o

 

(b)

o

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
24,262,375(1)

6

Shared Voting Power
0

7

Sole Dispositive Power
24,262,375(1)

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
24,262,375(1)

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row (9)
9.1% of Class A ordinary shares assuming conversion of the Class B ordinary shares held by the Reporting Person only into Class A ordinary shares (or 5.8% of total Class A ordinary shares, assuming conversion of all outstanding Class B ordinary shares of the Issuer into Class A ordinary shares).(2) The voting power of the shares beneficially owned by the Reporting Person represents 12.0% of the total outstanding voting power.(3)

12

Type of Reporting Person (See Instructions)
CO

 


(1)

Represents 24,262,375 Class B ordinary shares held by YangMing Investment Limited.

 

 

(2)

The percentage of the class of securities beneficially owned by each reporting person is calculated based on 243,073,114 Class A ordinary shares and 177,334,250 Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019.

 

 

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. 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.

 

3


 

Item 1.

 

(a)

Name of Issuer:
Ruhnn Holding Limited

 

(b)

Address of Issuer’s Principal Executive Offices:
Floor 11, Building 2, Lvgu Chuangzhi Development Center

788 Hong Pu Road

Jianggan District, Hangzhou 310016

People’s Republic of China

 

Item 2.

 

(a)

Name of Person Filing:

(i)    Chao Shen, a citizen of the People’s Republic of China; and

 

(ii)   YangMing Investment Limited (“YangMing Investment”), a company organized under the law of the British Virgin Islands and is wholly-owned by Chao Shen.

 

(b)

Address of Principal Business Office or, if none, Residence:

(i)    The address of Chao Shen is c/o Floor 11, Building 2, Lvgu Chuangzhi Development Center, 788 Hong Pu Road, Jianggan District, Hangzhou 310016 , People’s Republic of China.

 

(ii)   The registered address of YangMing Investment is c/o Vistra Corporate Services Centre, Wickham’s Cay II, Road Town, Tortola VG1110, British Virgin Islands.

 

(c)

Citizenship:
Chao Shen is a citizen of the People’s Republic of China. YangMing Investment is organized under the law of the British Virgin Islands.

 

(d)

Title and Class of Securities:
Class A ordinary shares, par value US$0.000000001 per share. 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.

 

(e)

CUSIP No.:
781314 109

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

Not applicable.

 

4


 

Item 4.

Ownership

 

Reporting
Person
(1)

 

Amount
beneficially
owned

 

Percent
of class
(2)

 

Sole power
to vote or
direct to
vote
(1)

 

Shared
power to
vote or to
direct
the
vote

 

Sole power
to
dispose or to
direct the
disposition
of
(1)

 

Shared power
to dispose or
to direct the
disposition of

 

Percentage
of
aggregate
voting
power
(3)

 

Chao Shen

 

24,262,375

 

9.1

%

24,262,375

 

0

 

24,262,375

 

0

 

12.0

%

YangMing Investment

 

24,262,375

 

9.1

%

24,262,375

 

0

 

24,262,375

 

0

 

12.0

%

 


(1)

As of December 31, 2019, YangMing Investment directly owned 24,262,375 of the Issuer’s Class B ordinary shares. YangMing Investment is wholly-owned by Chao Shen. Accordingly, Chao Shen may thereby be deemed to beneficially own the 24,262,375 Class B ordinary shares owned by YangMing Investment.

 

 

(2)

The percentage of the class of securities beneficially owned by the Reporting Person is calculated based on 243,073,114 Class A ordinary shares of the Issuer issued and outstanding as of December 31, 2019 and 24,262,375 Class B ordinary shares held by the Reporting Person that were convertible into the same number of Class A ordinary shares at any time by the Reporting Person as of December 31, 2019.

 

 

(3)

The percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of Class A ordinary shares and Class B ordinary shares of the Issuer issued and outstanding as of December 31, 2019. In respect of all matters subject to a shareholders’ vote, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. 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.

 

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.

 

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.

 

5


 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2020

 

 

Chao Shen

 

 

 

 

 

 

By:

/s/ Chao Shen

 

Name:

Chao Shen

 

 

 

 

 

YangMing Investment Limited

 

 

 

 

 

 

By:

/s/ Chao Shen

 

Name:

Chao Shen

 

Title:

Authorized Signatory

 

6


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement

 

7


Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, US$0.000000001 par value per share, of Ruhnn Holding Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature Page Follows]

 


 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2020.

 

 

 

Chao Shen

 

 

 

 

 

 

By:

/s/ Chao Shen

 

Name:

Chao Shen

 

 

 

 

 

YangMing Investment Limited

 

 

 

 

 

 

By:

/s/ Chao Shen

 

Name:

Chao Shen

 

Title:

Authorized Signatory

 

[Signature page to Joint Filing Agreement]