The name of the issuer is So-Young International Inc. (the “Company”).
| Item 1(b) |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
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The Company’s principal executive offices are located at Tower E, Ronsin Technology Center, Chaoyang District, Beijing, 100012, People’s Republic of China.
| Item 2(a) |
NAME OF PERSON FILING
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This statement is filed by:
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(i) |
Oasis Management Company Ltd., a Cayman Islands exempted company (“Oasis Management” or the “Investment Manager”), with respect to the Class A Ordinary Shares (as defined below) held by certain investment funds managed by
Oasis Management (the “Oasis Funds”);
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(ii) |
Seth Fischer (“Mr. Fischer”), is responsible for the supervision and conduct of all investment activities of the Investment Manager, including all investment decisions with respect to the assets of the Oasis Funds, with respect
to the Class A Ordinary Shares held by the Oasis Funds.
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The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.”
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Ordinary Shares
reported herein.
| Item 2(b) |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of the business office of Mr. Fischer is c/o Oasis Compliance, Oasis Management (Hong Kong), 25/F, LHT Tower, 31 Queen’s Road Central, Central, Hong Kong. The address of the business
office of Oasis Management is 4th Floor Anderson Square, 64 Shedden Road, P.O. Box 10324, Grand Cayman, KY1-1103 Cayman Islands.
Oasis Management is a Cayman Islands exempted company. Mr. Fischer is a citizen of Germany.
| Item 2(d) |
TITLE AND CLASS OF SECURITIES:
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Class A Ordinary Shares, $0.0005 par value (the “Class A Ordinary Shares”).
The Class A Ordinary Shares have no CUSIP number. The CUSIP number for the American Depositary Shares is 83356Q108. 13 American Depositary Shares represent 10 Class A Ordinary Shares.
| 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:
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
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☐ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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☐ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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☐ |
Investment company registered under section 8 of the Investment Company Act of 1940(15 U.S.C 80a-8).
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☒ |
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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☐ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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☒ |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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☐ |
Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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☐ |
Church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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☐ |
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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☐ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.
Calculated based upon 72,526,779 Class A Ordinary Shares outstanding as of February 28, 2022, as disclosed by the Company in its Form 20-F filed with the Securities and Exchange Commission on May
2 2022.
| Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following. ☒.
| Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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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.
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Not applicable.
| Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable.
| Item 9. |
NOTICE OF DISSOLUTION OF GROUP
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Not applicable.
Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of her or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
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DATED: February 14, 2023
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OASIS MANAGEMENT COMPANY LTD.
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By
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/s/ Phillip Meyer
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Name:
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Phillip Meyer
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Title:
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Director
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/s/ Seth Fischer
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SETH FISCHER
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