0001140361-22-005426.txt : 20220215 0001140361-22-005426.hdr.sgml : 20220215 20220214183830 ACCESSION NUMBER: 0001140361-22-005426 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220215 DATE AS OF CHANGE: 20220214 GROUP MEMBERS: SETH FISCHER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: So-Young International Inc. CENTRAL INDEX KEY: 0001758530 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91179 FILM NUMBER: 22635988 BUSINESS ADDRESS: STREET 1: 3/F, WANGJING SOHO-TOWER 3A STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100102 BUSINESS PHONE: 00861057076564 MAIL ADDRESS: STREET 1: 3/F, WANGJING SOHO-TOWER 3A STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oasis Management Co Ltd. CENTRAL INDEX KEY: 0001317904 IRS NUMBER: 753025599 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4TH FLOOR ANDERSON SQUARE, STREET 2: 64 SHEDDEN ROAD, P.O. BOX 10324 CITY: GRAND CAYMAN STATE: E9 ZIP: KY-1103 BUSINESS PHONE: 852-2847-7798 MAIL ADDRESS: STREET 1: 4TH FLOOR ANDERSON SQUARE, STREET 2: 64 SHEDDEN ROAD, P.O. BOX 10324 CITY: GRAND CAYMAN STATE: E9 ZIP: KY-1103 FORMER COMPANY: FORMER CONFORMED NAME: DKR OASIS MANAGEMENT COMPANY, L.P. DATE OF NAME CHANGE: 20090223 FORMER COMPANY: FORMER CONFORMED NAME: DKR OASIS MANAGEMENT CO L.P. DATE OF NAME CHANGE: 20050215 SC 13G 1 brhc10033914_sc13g.htm SC 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 
So-Young International Inc.
(Name of Issuer)
 
Class A Ordinary Shares, $0.0005 par value
(Title of Class Securities)
 
83356Q108**
(CUSIP Number)
 
December 31, 2021
(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)
☐          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 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.
 
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 (the “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. 83356Q108
13G
Page 2 of 6
1
NAMES OF REPORTING PERSONS
 
 
Oasis Management Company Ltd.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
4,350,303 Class A Ordinary Shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
4,350,303 Class A Ordinary Shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,350,303 Class A Ordinary Shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.34%**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 
 
**          Calculated based upon 68,658,575 Class A Ordinary Shares outstanding as of September 30, 2021, as disclosed by the Company in its Form 6-K filed with the Securities and Exchange Commission on December 3, 2021.

CUSIP No. 83356Q108
13G
Page 3 of 6
1
NAMES OF REPORTING PERSONS
 
 
Seth Fischer
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Germany
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
- 0 -
 
 
 
 
6
SHARED VOTING POWER
 
 
4,350,303 Class A Ordinary Shares
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
- 0 -
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
4,350,303 Class A Ordinary Shares
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,350,303 Class A Ordinary Shares
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.34%**
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

**          Calculated based upon 68,658,575 Class A Ordinary Shares outstanding as of September 30, 2021, as disclosed by the Company in its Form 6-K filed with the Securities and Exchange Commission on December 3, 2021.

CUSIP No. 83356Q108
13G
Page 4 of 6
Item 1(a)
NAME OF ISSUER
 
The name of the issuer is So-Young International Inc. (the “Company”).
 
Item 1(b)
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
 
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
 
This statement is filed by:
 

 (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”);
 

 (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.
 
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:
 
The address of the business office of Mr. Fischer is c/o Oasis Compliance, Oasis Management (Hong Kong), 21st Floor, Man Yee Building, 68 Des Voeux Road, Central, Hong Kong. The address of the business office of Oasis Management is Ugland House, PO Box 309 Grand Cayman, KY1-110, Cayman Islands.
 
Item 2(c)
CITIZENSHIP:
 
Oasis Management is a Cayman Islands exempted company. Mr. Fischer is a citizen of Germany.
 
Item 2(d)
TITLE AND CLASS OF SECURITIES:
 
Class A Ordinary Shares, $0.0005 par value (the “Class A Ordinary Shares”).
 
Item 2(e)
CUSIP NUMBER:
 
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:
 
 
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).
 

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

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

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

 ☒
Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
 
CUSIP No. 83356Q108
13G
Page 5 of 6

☐
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
 

 ☒
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
 

 ☐
Savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 

 ☐
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);
 

 ☐
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
 

 ☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:          
 
Item 4.
OWNERSHIP
 
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 68,658,575 Class A Ordinary Shares outstanding as of September 30, 2021, as disclosed by the Company in its Form 6-K filed with the Securities and Exchange Commission on December 3, 2021.
 
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.
 
See Item 2. The Oasis Funds have the right to receive or the power to direct the receipts of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares reported herein. Oasis Investments II Master Fund Ltd. has the right to receive or the power to direct the receipts of dividends from, or the proceeds from the sale of, more than 5% of the Class A Ordinary Shares.
 
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.
CERTIFICATION
 
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.
 
CUSIP No. 83356Q108
13G
Page 6 of 6
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 14, 2022
  
 
OASIS MANAGEMENT COMPANY LTD.
 
By
/s/ Phillip Meyer
 
Name:
Phillip Meyer
 
Title:
Director
 
/s/ Seth Fischer
 
SETH FISCHER