RERE ATRenew Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

☐

Rule 13d-1(b)

☐

Rule 13d-1(c)

☒

Rule 13d-1(d)

CUSIP No. 00138L 108

Page 1 of 5

1

Name of Reporting Person

Kerry Xuefeng Chen

2

Check the Appropriate Box if a Member of a Group

(a)

¨

(b)

¨

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

16,779,379

6

Shared Voting Power

0

7

Sole Dispositive Power

16,779,379

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
 

16,779,379

10

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

¨

11

Percent of Class Represented by Amount in Row 9
 

11.1%(1) *The voting power of the shares beneficially owned represent 43.2% of the total outstanding voting power.

12

Type of Reporting Person

IN

CUSIP No. 00138L 108

Page 2 of 5

1

Name of Reporting Person
 

C&XF Group Limited

2

Check the Appropriate Box if a Member of a Group

(a)

¨

(b)

¨

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

11,287,336

6

Shared Voting Power

0

7

Sole Dispositive Power

11,287,336

8

Shared Dispositive Power

0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
 

11,287,336

10

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

¨

11

Percent of Class Represented by Amount in Row 9
 

7.7%(1) *The voting power of the shares beneficially owned represent 42.5% of the total outstanding voting power.

12

Type of Reporting Person

CO

CUSIP No. 00138L 108

Page 3 of 5

Item 1(a).

Name of Issuer:
ATRenew Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
12th Floor, No. 6 Building, 433 Songhu Road, Shanghai, the People’s Republic of China

Item 2(a).

Name of Person Filing:
Kerry Xuefeng Chen and C&XF Group Limited (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the Reporting Persons is c/o 12th Floor, No. 6 Building, 433 Songhu Road, Shanghai, the People’s Republic of China

Item 2(c)

Citizenship:
Kerry Xuefeng Chen is a citizen of the People Republic of China.

C&XF Group Limited is a British Virgin Islands company solely owned by Kerry Xuefeng Chen.

Item 2(d).

Title of Class of Securities:
Ordinary shares, $0.001 par value per share

The Issuer’s ordinary shares consist of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, each holder of Class B ordinary shares is entitled to three votes per share and each holder of Class C ordinary shares is entitled to fifteen votes per share on all matters submitted to them for vote. Class B ordinary shares and Class C ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into either Class B ordinary shares or Class C ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:
00138L 108

This CUSIP number applies to the American depositary shares of the Issuer. Every three ADSs represent two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

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:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A 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);

(j) [ ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Not applicable

CUSIP No. 00138L 108

Page 4 of 5

Item 4.

Ownership:

Reporting Person

Amount beneficially owned:

Percent of class:

Percent of aggregate voting power:

Sole power to vote or direct
the vote:

Shared power to vote or to direct the vote:

Sole power to dispose or to direct the disposition of:

Shared power to dispose or to direct the disposition of:

Kerry Xuefeng Chen

16,779,379(1)

11.1%(2)

43.2%(3)

16,779,379(1)

0

16,779,379(1)

0

C&XF Group Limited

11,287,336(4)

7.7%(2)

42.5%(3)

11,287,336(4)

0

11,287,336(4)

0

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 Controlling Person:

Not applicable

Item 8.

Identification and Classification of Members of the Group:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

CUSIP No. 00138L 108

Page 5 of 5

Item 10.

Certifications:

Not applicable

Exhibit No.

Description

A

Joint Filing Agreement