UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 
RLX Technology Inc.
(Name of Issuer)
 
Class A and Class B ordinary shares, par value of $0.00001 per share
(Title of Class of Securities)
 
74969N 103**
(CUSIP Number)
 
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
 ¨ Rule 13d-1(b)
 
 ¨ 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.
 
** 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.
 
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).

 

 

 

CUSIP No. 74969N 103 Page 2 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

Ying (Kate) Wang

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

 

515,892,570 Class A ordinary shares and 308,714,990 Class B ordinary shares(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

206,435,770 Class A ordinary shares and 308,714,990 Class B ordinary shares(1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

824,607,560 ordinary shares(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

52.5% (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, 2022)(3)

12

TYPE OF REPORTING PERSON

 

IN

       

 

CUSIP No. 74969N 103 Page 3 of 15 pages

 

(1)

Represents (i) 206,435,770 Class A ordinary shares held by BJ BJ Limited and (ii) 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited. Ms. Ying (Kate) Wang is the sole director of BJ BJ Limited and Leo Valley Holding Limited. Leo Valley Holding Limited is beneficially owned and controlled by Lion Valley Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited, 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.

 

Based on the above, Ms. Ying (Kate) Wang is deemed to have sole dispositive power over an aggregate of 515,150,760 ordinary shares, consisting of (a) 206,435,770 Class A ordinary shares held by BJ BJ Limited and (b) 308,714,990 Class B ordinary shares by The Alpha Trust through Leo Valley Holding Limited.

   
(2)

Represents (i) 206,435,770 Class A ordinary shares held by BJ BJ Limited, (ii) 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited, and (iii) 309,456,800 Class A ordinary shares in which Ms. Ying (Kate) Wang is entitled to the voting power pursuant to the Acting-In-Concert Undertakings (as defined below).

 

On October 19, 2022, a series of acting-in-concert undertakings (the “Acting-In-Concert Undertakings”) were entered into among RLX Technology Inc., Leo Valley Holding Limited, Ms. Ying (Kate) Wang, on the one hand, and each of Mr. Long (David) Jiang and Longtian Holding Limited, Mr. Yilong Wen and StarryInv Holding Limited, and certain minority shareholders of RLX Technology Inc., on the other hand. Pursuant to the Acting-In-Concert Undertakings, each of (i) Mr. Long (David) Jiang and Longtian Holding Limited, (ii) Mr. Yilong Wen and StarryInv Holding Limited, and (iii) certain minority shareholders of RLX Technology Inc. agrees to act in concert with, and take the same action as, Leo Valley Holding Limited in relation to all matters that require the decisions of the shareholders of RLX Technology Inc.

 

Based on the above, Ms. Ying (Kate) Wang is deemed to have sole voting power over all of the 824,607,560 ordinary shares beneficially owned by her, consisting of (i) 206,435,770 Class A ordinary shares held by BJ BJ Limited, (ii) 308,714,990 Class B ordinary shares by The Alpha Trust through Leo Valley Holding Limited, (iii) 309,456,800 Class A ordinary shares in which she is entitled to the voting rights pursuant to the Acting-In-Concert Undertakings, including 142,797,680 Class A ordinary shares held by Longtian Holding Limited, 93,343,940 Class A ordinary shares held by StarryInv Holding Limited, and 73,315,180 Class A ordinary shares held by certain minority shareholders of RLX Technology Inc.

   
(3) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022. The percentage of economic interest of Ms. Ying (Kate) Wang excludes the economic interest represented by 206,435,770 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.

 

 

CUSIP No. 74969N 103 Page 4 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

Leo Valley Holding 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

 

308,714,990 Class B ordinary shares(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

308,714,990 Class B ordinary shares(1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

308,714,990 Class B ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

19.7%(2)

12

TYPE OF REPORTING PERSON

 

CO

       

(1) Represents 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited, a British Virgin Islands company. Ms. Ying (Kate) Wang is the sole director of Leo Valley Holding Limited. Leo Valley Holding Limited is beneficially owned and controlled by Lion Valley Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited, 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.

 

(2) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022.

 

 

CUSIP No. 74969N 103 Page 5 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

BJ BJ 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

 

206,435,770 Class A ordinary shares(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

206,435,770 Class A ordinary shares(1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

206,435,770 Class A ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

13.1%(2)

12

TYPE OF REPORTING PERSON

 

CO

       

  (1) Represents 206,435,770 Class A ordinary shares held by BJ BJ Limited, a British Virgin Islands company.

 

  (2) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022.

 

 

CUSIP No. 74969N 103 Page 6 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

Relx Holdings Limited (1)

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

 

0

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0%

12

TYPE OF REPORTING PERSON

 

CO

       

(1) See Item 5 below.

 

 

CUSIP No. 74969N 103 Page 7 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

Long (David) Jiang

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

 

142,797,680 Class A ordinary shares(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

142,797,680 Class A ordinary shares(1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

142,797,680 Class A ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.1%(2)

12

TYPE OF REPORTING PERSON

 

IN

       

  (1)  Represents 142,797,680 Class A ordinary shares held by Longtian Holding Limited, a British Virgin Islands company. Mr. Long (David) Jiang is the sole director of Longtian Holding Limited. Longtian Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The HuaDi Family Trust. Under the terms of The HuaDi Family Trust, Mr. Long (David) Jiang is the settlor of The HuaDi Family Trust. Mr. Long (David) Jiang and his family members are the trust’s beneficiaries.

 

  (2) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022.

 

 

CUSIP No. 74969N 103 Page 8 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

Longtian Holding 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

 

142,797,680 Class A ordinary shares(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

142,797,680 Class A ordinary shares(1)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

142,797,680 Class A ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

9.1%(2)

12

TYPE OF REPORTING PERSON

 

CO

       

  (1) Represents 142,797,680 Class A ordinary shares held by Longtian Holding Limited, a British Virgin Islands company. Mr. Long (David) Jiang is the sole director of Longtian Holding Limited. Longtian Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The HuaDi Family Trust. Under the terms of The HuaDi Family Trust, Mr. Long (David) Jiang is the settlor of The HuaDi Family Trust. Mr. Long (David) Jiang and his family members are the trust’s beneficiaries.
     
  (2) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022.

 

 

CUSIP No. 74969N 103 Page 9 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

Yilong Wen

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

 

93,343,940 Class A ordinary shares(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

93,343,940 Class A ordinary shares(1).

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

93,343,940 Class A ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.9%(2)

12

TYPE OF REPORTING PERSON

 

IN

       

  (1) Represents 93,343,940 Class A ordinary shares held by StarryInv Holding Limited, a British Virgin Islands company. Mr. Yilong Wen is the sole director of StarryInv Holding Limited. StarryInv Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The  UBGDX Family Trust. Under the terms of The UBGDX Family Trust, Mr. Yilong Wen is the settlor of The UBGDX Family Trust. Mr. Yilong Wen and his family members are the trust’s beneficiaries.

 

  (2) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022.

 

 

CUSIP No. 74969N 103 Page 10 of 15 pages

 

1

NAMES OF REPORTING PERSONS

 

StarryInv Holding 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

 

93,343,940 Class A ordinary shares(1)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

93,343,940 Class A ordinary shares(1).

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

93,343,940 Class A ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.9%(2)

12

TYPE OF REPORTING PERSON

 

CO

       

  (1) Represents 93,343,940 Class A ordinary shares held by StarryInv Holding Limited, a British Virgin Islands company. Mr. Yilong Wen is the sole director of StarryInv Holding Limited. StarryInv Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The  UBGDX Family Trust. Under the terms of The UBGDX Family Trust, Mr. Yilong Wen is the settlor of The UBGDX Family Trust. Mr. Yilong Wen and his family members are the trust’s beneficiaries.

 

  (2) Based on 1,262,075,580 Class A ordinary shares and 308,714,990 Class B ordinary shares issued and outstanding as of December 31, 2022.

 

 

CUSIP No. 74969N 103 Page 11 of 15 pages

 

ITEM 1(a). NAME OF ISSUER:

 

RLX Technology Inc. (the “Issuer”)

 

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

19/F, Building 1, Junhao Central Park Plaza

No. 10 South Chaoyang Park Avenue

Chaoyang District, Beijing 100026

People’s Republic of China

 

ITEM 2(a). NAME OF PERSON FILING:

 

  (i) Ying (Kate) Wang
  (ii) Leo Valley Holding Limited
  (iii) BJ BJ Limited
  (iv) Long (David) Jiang
  (v) Longtian Holding Limited
  (vi) Yilong Wen
  (vii) StarryInv Holding Limited

(collectively, the “Reporting Persons”)

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

 

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

 

ITEM 2(c). CITIZENSHIP:

 

  (i) Ying (Kate) Wang – People’s Republic of China
  (ii) Leo Valley Holding Limited – British Virgin Islands
  (iii) BJ BJ Limited – British Virgin Islands
  (iv) Long (David) Jiang – People’s Republic of China
  (v) Longtian Holding Limited – British Virgin Islands
  (vi) Yilong Wen – People’s Republic of China
  (vii) StarryInv Holding Limited – British Virgin Islands

 

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

 

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.

 

ITEM 2(e). CUSIP NO.:

 

74969N 103

 

 

CUSIP No. 74969N 103 Page 12 of 15 pages

 

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:

 

Not applicable

 

ITEM 4. OWNERSHIP

 

Reporting Person(1)

  Amount
beneficially
owned:		   Percent of
beneficial
ownership:		   Percentage
of economic
interest		   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:		 
Ying (Kate) Wang(2)   824,607,560    52.5%   19.7%   82.8%   824,607,560    0    515,150,760    0 
Leo Valley Holding Limited (3)   308,714,990    19.7%   19.7%   71.0%   308,714,990    0    308,714,990    0 
BJ BJ Limited(4)   206,435,770    13.1%   13.1%   4.7%   206,435,770    0    206,435,770    0 
Long (David) Jiang(5)   142,797,680    9.1%   9.1%   3.3%   142,797,680    0    142,797,680    0 
Longtian Holding Limited(6)   142,797,680    9.1%   9.1%   3.3%   142,797,680    0    142,797,680    0 
Yilong Wen(7)   93,343,940    5.9%   5.9%   2.1%   93,343,940    0    93,343,940    0 
StarryInv Holding Limited(8)   93,343,940    5.9%   5.9%   2.1%   93,343,940    0    93,343,940    0 

 

  (1) 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.
     
  (2) Represents the voting power over (i) 206,435,770 Class A ordinary shares held by BJ BJ Limited, (ii) 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited, and (iii) 309,456,800 Class A ordinary shares in which Ms. Ying (Kate) Wang is entitled to the voting rights pursuant the Acting-In-Concert Undertakings. Ms. Ying (Kate) Wang does not have dispositive power over the 309,456,800 Class A ordinary shares under the Acting-In-Concert Undertakings. See footnotes (3) and (4) below and footnote (2) on Page 3 for more details. The percentage of economic interest of Ms. Ying (Kate) Wang excludes the economic interest represented by 206,435,770 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.
     
  (3) Represents 308,714,990 Class B ordinary shares held by Leo Valley Holding Limited, a British Virgin Islands company. Ms. Ying (Kate) Wang is the sole director of Leo Valley Holding Limited. Leo Valley Holding Limited is beneficially owned and controlled by Lion Valley Limited, a British Virgin Islands company. Lion Valley Limited is wholly owned by Zedra Trust Company (Cayman) Limited, 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.
     
  (4) Represents 206,435,770 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 Trust Company (Cayman) Limited 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.
     
  (5)

Represents 142,797,680 Class A ordinary shares held by Longtian Holding Limited, a British Virgin Islands company. Mr. Long (David) Jiang is the sole director of Longtian Holding Limited. Longtian Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The HuaDi Family Trust. Under the terms of The HuaDi Family Trust, Mr. Long (David) Jiang is the settlor of The HuaDi Family Trust. Mr. Long (David) Jiang and his family members are the trust’s beneficiaries.

     
  (6) Represents 142,797,680 Class A ordinary shares held by Longtian Holding Limited, a British Virgin Islands company. Mr. Long (David) Jiang is the sole director of Longtian Holding Limited. Longtian Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The HuaDi Family Trust. Under the terms of The HuaDi Family Trust, Mr. Long (David) Jiang is the settlor of The HuaDi Family Trust. Mr. Long (David) Jiang and his family members are the trust’s beneficiaries.
     
  (7) Represents 93,343,940 Class A ordinary shares held by StarryInv Holding Limited, a British Virgin Islands company. Mr. Yilong Wen is the sole director of StarryInv Holding Limited. StarryInv Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The  UBGDX Family Trust. Under the terms of The UBGDX Family Trust, Mr. Yilong Wen is the settlor of The UBGDX Family Trust. Mr. Yilong Wen and his family members are the trust’s beneficiaries.
     
  (8) Represents 93,343,940 Class A ordinary shares held by StarryInv Holding Limited, a British Virgin Islands company. Mr. Yilong Wen is the sole director of StarryInv Holding Limited. StarryInv Holding Limited is owned by Cititrust Private (Cayman) Limited as the trustee of The  UBGDX Family Trust. Under the terms of The UBGDX Family Trust, Mr. Yilong Wen is the settlor of The UBGDX Family Trust. Mr. Yilong Wen and his family members are the trust’s beneficiaries.

 

 

CUSIP No. 74969N 103 Page 13 of 15 pages

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

The statement of Relx Holdings Limited is being filed to report the fact that it has ceased to be the beneficial owner of more than 5 percent of Class B Ordinary Shares.

 

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

 

 

CUSIP No. 74969N 103 Page 14 of 15 pages

 

LIST OF EXHIBITS

 

Exhibit No. Description
99.1 Joint Filing Agreement

 

 

CUSIP No. 74969N 103 Page 15 of 15 pages

 

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 13, 2023

 

  Ying (Kate) Wang
   
  /s/ Ying (Kate) Wang
   
  Leo Valley Holding Limited
   
  By: /s/ Ying (Kate) Wang
  Name: Ying (Kate) Wang
  Title: Director
   
  BJ BJ Limited
   
  By: /s/ Ying (Kate) Wang
  Name: Ying (Kate) Wang
  Title: Director
   
  Relx Holdings Limited
   
  By: /s/ Ying (Kate) Wang
  Name: Ying (Kate) Wang
  Title: Director
   
  Long (David) Jiang
   
  /s/ Long (David) Jiang
   
  Longtian Holding Limited
   
  By: /s/ Long (David) Jiang
  Name: Long (David) Jiang
  Title: Director
   
  Yilong Wen
   
  /s/ Yilong Wen
   
  StarryInv Holding Limited
   
  By: /s/ Yilong Wen
  Name: Yilong Wen
  Title: Director

 

 

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