0001437749-20-011613.txt : 20200522 0001437749-20-011613.hdr.sgml : 20200522 20200522085651 ACCESSION NUMBER: 0001437749-20-011613 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200522 DATE AS OF CHANGE: 20200522 GROUP MEMBERS: CPYD SINGAPORE PTE. LTD. GROUP MEMBERS: CRESCENT ACSO INSTITUTIONAL HOLDINGS I PTE. LTD. GROUP MEMBERS: CRESCENT INSTITUTIONAL INVESTMENT MANAGEMENT LTD. GROUP MEMBERS: DAVID M. HAND SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Yunji Inc. CENTRAL INDEX KEY: 0001759614 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91330 FILM NUMBER: 20903776 BUSINESS ADDRESS: STREET 1: 15/F, SOUTH BUILDING, HIPARK PHASE 2, STREET 2: XIAOSHAN DISTRICT CITY: HANGZHOU STATE: F4 ZIP: 310000 BUSINESS PHONE: 86 571-81688920 MAIL ADDRESS: STREET 1: 15/F, SOUTH BUILDING, HIPARK PHASE 2, STREET 2: XIAOSHAN DISTRICT CITY: HANGZHOU STATE: F4 ZIP: 310000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Crescent Asia Consumer & Special Opportunities Institutional Fund, L.P. CENTRAL INDEX KEY: 0001646339 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: HARNEYS SERVICES (CAYMAN) LTD, 4TH FLOOR STREET 2: 103 SOUTH CHURCH STREET, PO BOX 10240 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1002 BUSINESS PHONE: 1-345-949-8599 MAIL ADDRESS: STREET 1: HARNEYS SERVICES (CAYMAN) LTD, 4TH FLOOR STREET 2: 103 SOUTH CHURCH STREET, PO BOX 10240 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1002 SC 13G 1 cacs20200521_sc13g.htm SCHEDULE 13G cacs20200521_sc13g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

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

 

 

Yunji Inc.

(Name of Issuer)

 

 

Class A ordinary shares, par value US$0.000005 per share

(Title of Class of Securities)

 

 

98873N 107(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:

 

☐     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 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).

 

(Continued on following pages)

 

 

 

 

 

 

 

 

 

 

 


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

 

 

 

CUSIP NO.:     98873N 107

 

(1)

NAME OF REPORTING PERSONS

 

CPYD Singapore Pte. Ltd. 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

   

(a)

 
   

(b)

 

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

 

(5)

SOLE VOTING POWER

   
NUMBER OF  

215,800,000 Class A Shares (See Item 4)

SHARES

(6)

SHARED VOTING POWER

   
BENEFICIALLY  

0

OWNED BY

(7)

SOLE DISPOSITIVE POWER

   
EACH REPORTING  

215,800,000 Class A Shares (See Item 4)

PERSON WITH

(8)

SHARED DISPOSITIVE POWER

   
   

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,800,000 Class A Shares

(10)

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

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.4% of Class A Shares1 (or 10.2% of the total ordinary shares assuming conversion of all outstanding Class B Shares into the same number of Class A Shares2

(12)

TYPE OF REPORTING PERSON

 

CO

 

 

 

 


1     As a percentage of 1,173,204,162 Class A ordinary shares of the Issuer (“Class A Shares”) (excluding the Issuer’s repurchase of 35,627,060 Class A Shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) as of February 29, 2020, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020.

2     As a percentage of 2,123,164,162 ordinary shares of the Issuer as of February 29, 2020, comprised of 1,173,204,162 Class A Shares and 949,960,000 Class B ordinary shares of the Issuer (“Class B Shares”) issued and outstanding, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents 2.0% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 1 of 8

 

CUSIP NO.:     98873N 107

 

(1)

NAME OF REPORTING PERSONS

 

Crescent ACSO Institutional Holdings I Pte. Ltd. 

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

   

(a)

 
   

(b)

 

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

 

(5)

SOLE VOTING POWER

   
NUMBER OF  

215,800,000 Class A Shares (See Item 4)

SHARES

(6)

SHARED VOTING POWER

   
BENEFICIALLY  

0

OWNED BY

(7)

SOLE DISPOSITIVE POWER

   
EACH REPORTING  

215,800,000 Class A Shares (See Item 4)

PERSON WITH

(8)

SHARED DISPOSITIVE POWER

   
   

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,800,000 Class A Shares

(10)

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

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.4% of Class A Shares1 (or 10.2% of the total ordinary shares assuming conversion of all outstanding Class B Shares into the same number of Class A Shares2

(12)

TYPE OF REPORTING PERSON

 

CO

 

 

 

 


1     As a percentage of 1,173,204,162 Class A Shares (excluding the Issuer’s repurchase of 35,627,060 Class A Shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) as of February 29, 2020, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020.

2     As a percentage of 2,123,164,162 ordinary shares of the Issuer as of February 29, 2020, comprised of 1,173,204,162 Class A Shares and 949,960,000 Class B Shares issued and outstanding, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents 2.0% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 2 of 8

 

CUSIP NO.:     98873N 107

 

(1)

NAME OF REPORTING PERSONS

 

Crescent Asia Consumer and Special Opportunities Institutional Fund, L.P. 

(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

 

(5)

SOLE VOTING POWER

   
NUMBER OF  

215,800,000 Class A Shares (See Item 4)

SHARES

(6)

SHARED VOTING POWER

   
BENEFICIALLY  

0

OWNED BY

(7)

SOLE DISPOSITIVE POWER

   
EACH REPORTING  

215,800,000 Class A Shares (See Item 4)

PERSON WITH

(8)

SHARED DISPOSITIVE POWER

   
   

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,800,000 Class A Shares

(10)

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

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.4% of Class A Shares1 (or 10.2% of the total ordinary shares assuming conversion of all outstanding Class B Shares into the same number of Class A Shares2

(12)

TYPE OF REPORTING PERSON

 

PN

 

 

 

 


1     As a percentage of 1,173,204,162 Class A Shares (excluding the Issuer’s repurchase of 35,627,060 Class A Shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) as of February 29, 2020, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020.

2     As a percentage of 2,123,164,162 ordinary shares of the Issuer as of February 29, 2020, comprised of 1,173,204,162 Class A Shares and 949,960,000 Class B Shares issued and outstanding, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents 2.0% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 3 of 8

 

CUSIP NO.:     98873N 107

 

(1)

NAME OF REPORTING PERSONS

 

Crescent Institutional Investment Management 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

 

(5)

SOLE VOTING POWER

   
NUMBER OF  

215,800,000 Class A Shares (See Item 4)

SHARES

(6)

SHARED VOTING POWER

   
BENEFICIALLY  

0

OWNED BY

(7)

SOLE DISPOSITIVE POWER

   
EACH REPORTING  

215,800,000 Class A Shares (See Item 4)

PERSON WITH

(8)

SHARED DISPOSITIVE POWER

   
   

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,800,000 Class A Shares

(10)

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

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.4% of Class A Shares1 (or 10.2% of the total ordinary shares assuming conversion of all outstanding Class B Shares into the same number of Class A Shares2

(12)

TYPE OF REPORTING PERSON

 

CO

 

 

 

 


1     As a percentage of 1,173,204,162 Class A Shares (excluding the Issuer’s repurchase of 35,627,060 Class A Shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) as of February 29, 2020, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020.

2     As a percentage of 2,123,164,162 ordinary shares of the Issuer as of February 29, 2020, comprised of 1,173,204,162 Class A Shares and 949,960,000 Class B Class B Shares issued and outstanding, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents 2.0% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 4 of 8

 

CUSIP NO.:     98873N 107

 

(1)

NAME OF REPORTING PERSONS

 

David M. Hand

(2)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

   

(a)

 
   

(b)

 

(3)

SEC USE ONLY

(4)

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

(5)

SOLE VOTING POWER

   
NUMBER OF  

215,800,000 Class A Shares (See Item 4)

SHARES

(6)

SHARED VOTING POWER

   
BENEFICIALLY  

0

OWNED BY

(7)

SOLE DISPOSITIVE POWER

   
EACH REPORTING  

215,800,000 Class A Shares (See Item 4)

PERSON WITH

(8)

SHARED DISPOSITIVE POWER

   
   

0

(9)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

215,800,000 Class A Shares

(10)

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

 

(11)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.4% of Class A Shares1 (or 10.2% of the total ordinary shares assuming conversion of all outstanding Class B Shares into the same number of Class A Shares2

(12)

TYPE OF REPORTING PERSON

 

IN

 

 

 

 


1     As a percentage of 1,173,204,162 Class A Shares (excluding the Issuer’s repurchase of 35,627,060 Class A Shares in the form of ADSs held as treasury shares and reserved for future issuance upon the exercising or vesting of awards granted under our share incentive plans) as of February 29, 2020, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020.

2     As a percentage of 2,123,164,162 ordinary shares of the Issuer as of February 29, 2020, comprised of 1,173,204,162 Class A Shares and 949,960,000 Class B Shares issued and outstanding, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020. Each Class B Share is convertible into one Class A Share at any time but the Class A Shares are not convertible into Class B Shares under any circumstances. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes. The voting power of the ordinary shares beneficially owned by the reporting person represents 2.0% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

Page 5 of 8

 

Item 1(a).

Name of Issuer:

Yunji Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer's Principal Executive Offices:

 

15/F, South Building

Hipark Phase 2, Xiaoshan District

Hangzhou, Zhejiang, 310000

People’s Republic of China

 

Item 2(a).

Name of Person Filing:

 

This Schedule 13G is filed by and on behalf of:

 

(a) CPYD Singapore Pte. Ltd. (“CPYD”);
(b) Crescent ACSO Institutional Holdings I Pte. Ltd. (“Crescent ACSO”);
(c) Crescent Asia Consumer and Special Opportunities Institutional Fund, L.P. (“Crescent Asia”);

(d) Crescent Institutional Investment Management Ltd. (“Crescent Institutional”); and

(e) David M. Hand

 

Item 2(b).

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

 

For CPYD, Crescent ACSO, Crescent Asia and Crescent Institutional:

 

190 Elgin Avenue, George Town,

KY19005 Grand Cayman,

Cayman Islands

 

For David M. Hand:

 

c/o One Temasek Avenue,
#20-01 Millenia Tower
Singapore 039192

 

Item 2(c).

Citizenship:

 

CPYD — Singapore

 

Crescent ACSO — Singapore

 

Crescent Asia — Cayman Islands

 

Crescent Institutional — Cayman Islands

 

David M. Hand — United States

 

Item 2(d).

Title of Class of Securities:

 

Class A ordinary shares of the Issuer, par value US$0.000005 per share.

 

The Issuer’s ordinary shares consist of Class A Shares and Class B Shares. Holders of Class A Shares and Class B Shares have the same rights except for voting and conversion rights. Each Class A Share is entitled to one vote, and each Class B Share is entitled to ten votes and is convertible into one Class A Share at any time. Class A ordinary shares are not convertible into Class B Shares under any circumstances.

 

Item 2(e).

CUSIP Number:

 

98873N 107 (American depositary shares of the Issuer)

 

Page 6 of 8

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

Item 4.

Ownership:

 

The following table sets forth the beneficial ownership of the ordinary shares of the Issuer by each of the reporting persons as of February 29, 2019:

 

 

Number of shares as to which such person has:

Reporting Person

Amount

Beneficially

Owned

Percent of Class(1)

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

CPYD

215,800,000 (2)

18.4 (3)

215,800,000

0

215,800,000

0

Crescent ACSO 

215,800,000 (2)

18.4 (3)

215,800,000

0

215,800,000

0

Crescent Asia

215,800,000 (2)

18.4 (3)

215,800,000

0

215,800,000

0

Crescent Institutional

215,800,000 (2)

18.4 (3)

215,800,000

0

215,800,000

0

David M. Hand

215,800,000 (2)

18.4 (3)

215,800,000

0

215,800,000

0

 


 

(1)

As a percentage of 2,123,164,162 ordinary shares of the Issuer as of February 29, 2020, comprised of 1,173,204,162 Class A Shares and 949,960,000 Class B Shares issued and outstanding, as set forth in the Issuer's annual report on Form 20-F filed on April 24, 2020.

 

 

(2)

Represents 215,800,000 Class A Shares held by CPYD. Crescent ACSO owns 66.5% of CPYD and has the sole voting power and investment power over the shares held by CPYD. Crescent ACSO is wholly owned by Crescent Asia. The general partner of Crescent Asia is Crescent Institutional, which is ultimately controlled by David M. Hand. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Crescent ACSO, Crescent Asia, Crescent Institutional and David M. Hand may be deemed to share beneficial ownership of the ordinary shares of the Issuer directly held by CPYD. Each of Crescent ACSO, Crescent Asia, Crescent Institutional and David M. Hand disclaims the beneficial ownership of any of the ordinary shares of the Issuer directly held by CPYD, except to the extent of their pecuniary interests therein. The filing of this Schedule 13G shall not be construed as an admission that the reporting person is the beneficial owner of the Shares for any other purpose than Section 13(d) of the Securities Exchange Act of 1934.

 

 

(3)

10.2% of the total ordinary shares assuming conversion of all outstanding Class B Shares into the same number of Class A Shares. The voting power of the ordinary shares beneficially owned by the reporting person represents 2.0% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.

 

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.

 

Page 7 of 8

 

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.

 

Page 8 of 8

 

SIGNATURE

 

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: May 22, 2020

 

 

 

  CPYD Singapore Pte. Ltd.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim  
  Title: Authorized Signatory  
       
       
  Crescent ACSO Institutional Holdings I Pte. Ltd.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim  
  Title: Authorized Signatory  
       
       
  Crescent Asia Consumer and Special Opportunities Institutional Fund, L.P.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim, Director for GP  
  Title: Authorized Signatory  
       
       
  Crescent Institutional Investment Management Ltd.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim  
  Title: Authorized Signatory, Director  
       
       
  David M. Hand  
       
       
  By: /s/ David M. Hand  

 

 

 

LIST OF EXHIBITS

 

Exhibit No.

Description

99.1

Joint Filing Agreement

 

 

 

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 with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.000005 per share, of Yunji Inc., 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.

 

 

[Remainder of this page has been left intentionally blank.]

 

 

 

 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 22, 2020.

 

 

 

 

  CPYD Singapore Pte. Ltd.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim  
  Title: Authorized Signatory  
       
       
  Crescent ACSO Institutional Holdings I Pte. Ltd.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim  
  Title: Authorized Signatory  
       
       
  Crescent Asia Consumer and Special Opportunities Institutional Fund, L.P.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim, Director for GP  
  Title: Authorized Signatory  
       
       
  Crescent Institutional Investment Management Ltd.  
       
       
  By: /s/ Lawrence Lim  
  Name: Lawrence Lim  
  Title: Authorized Signatory, Director  
       
       
  David M. Hand  
       
       
  By: /s/ David M. Hand