0001193125-19-036828.txt : 20190213 0001193125-19-036828.hdr.sgml : 20190213 20190213061136 ACCESSION NUMBER: 0001193125-19-036828 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190213 DATE AS OF CHANGE: 20190213 GROUP MEMBERS: VIOMI LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Viomi Technology Co., Ltd CENTRAL INDEX KEY: 0001742770 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90664 FILM NUMBER: 19593157 BUSINESS ADDRESS: STREET 1: WANSHENG SQUARE, RM 1302 TOWER C STREET 2: XINGANG EAST ROAD, HAIZHU DISTRICT CITY: GUANGZHOU, GUANGDONG STATE: F4 ZIP: 510220 BUSINESS PHONE: 86-75766833887 MAIL ADDRESS: STREET 1: WANSHENG SQUARE, RM 1302 TOWER C STREET 2: XINGANG EAST ROAD, HAIZHU DISTRICT CITY: GUANGZHOU, GUANGDONG STATE: F4 ZIP: 510220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Chen Xiaoping CENTRAL INDEX KEY: 0001765212 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: WANSHENG SQUARE, RM 1302 TOWER C STREET 2: XINGANG EAST ROAD, HAIZHU DISTRICT CITY: GUANGZHOU,GUANGDONG STATE: F4 ZIP: 510220 SC 13G 1 d600042dsc13g.htm SCHEDULE 13G SCHEDULE 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Viomi Technology Co., Ltd

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

92762J 103**

(CUSIP Number)

December 31, 2018

(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 disclosures provided in a prior cover page.

**

CUSIP number 92762J 103 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Stock Market under the symbol “VIOT.” Each ADS represents three class A ordinary shares of the issuer. No CUSIP number has been assigned to the class A ordinary shares of the issuer.

The information required on 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).

 

 

 


  1   

Name of Reporting Person

 

Xiaoping 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

 

76,136,364. See Item 4.

   6   

Shared Voting Power

 

12,145,454. See Item 4.

   7   

Sole Dispositive Power

 

76,136,364. See Item 4.

   8   

Shared Dispositive Power

 

10,145,454. See Item 4.

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

88,281,818. See Item 4.

10  

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

 

11  

Percent of Class Represented by Amount in Row 9

 

42.5%. See Item 4.

12  

Type of Reporting Person

 

IN

 

 

2


  1   

Name of Reporting Person

 

Viomi 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

 

71,636,364. See Item 4.

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

71,636,364. See Item 4.

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

71,636,364. See Item 4.

10  

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

 

11  

Percent of Class Represented by Amount in Row 9

 

34.5%. See Item 4.

12  

Type of Reporting Person

 

CO

 

3


Item 1(a).  

Name of Issuer:

 

Viomi Technology Co., Ltd (the “Issuer”)

Item 1(b).  

Address of Issuer’s Principal Executive Offices:

 

Wansheng Square, Rm 1302 Tower C, Xingang East Road, Haizhu District, Guangzhou, Guangdong, 510220, People’s Republic of China

Item 2(a).  

Name of Person Filing:

 

(i) Xiaoping Chen, and

(ii) Viomi Limited (collectively, the “Reporting Persons”)

Item 2(b).  

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

 

Xiaoping Chen

c/o Wansheng Square, Rm 1302 Tower C, Xingang East Road

Haizhu District, Guangzhou, Guangdong, 510220

People’s Republic of China

 

Viomi Limited

c/o NovaSage Incorporation (BVI) Limited of NovaSage Chambers, P.O. Box 4389

Road Town, Tortola

British Virgin Islands

Item 2(c)  

Citizenship:

 

Xiaoping Chen – People’s Republic of China

Viomi Limited – British Virgin Islands

Item 2(d).  

Title of Class of Securities:

 

Class A ordinary shares, $0.00001 par value per share, of the Issuer

 

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 vote. Class B 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 Class B ordinary shares under any circumstances.

Item 2(e).  

CUSIP Number:

 

92762J 103

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing three Class A ordinary shares of the Issuer. No CUSIP has been assigned to the 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 persons filing is a:
  Not applicable

 

4


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:
 

Xiaoping Chen

     88,281,818        42.5     66.5     76,136,364        12,145,454        76,136,364        10,145,454  

Viomi Limited

     71,636,364        34.5     53.7     71,636,364        0        71,636,364        0  

As of December 31, 2018, 4,000,000 Class A ordinary shares, and 67,636,364 Class B ordinary shares were directly held by Viomi Limited, a British Virgin Islands company wholly owned by Xiaoping Chen.

As of December 31, 2018, Xiaoping Chen beneficially owned 4,500,000 Class A ordinary shares, and 83,781,818 Class B ordinary shares. representing (i) 4,000,000 Class A ordinary shares, and 67,636,364 Class B ordinary shares directly held by Viomi Limited; (ii) 5,072,727 Class B ordinary shares held by Smriti Lucky Limited, a British Virgin Islands company, (iii) 5,072,727 Class B ordinary shares held by Internet Home Limited, a British Virgin Islands company, (iv) 4,000,000 Class B ordinary shares held by TMF Trust (HK) Limited, a Hong Kong company, and 500,000 Class A ordinary shares that TMF Trust (HK) Limited has the right to acquire upon the exercise of an option within 60 days after December 31, 2018, and (v) 2,000,000 Class B ordinary shares held by certain employees.

Viomi Limited is wholly owned by a trust established for the benefit of Mr. Xiaoping Chen and his family. Smriti Lucky Limited and Internet Home Limited are wholly owned by certain trusts established for the benefit of certain employees and their families. Mr. Xiaoping Chen is a joint member of the trusts’ investment committee, and has shared power to direct the disposition and voting of the shares held by these trusts. TMF Trust (HK) Limited is wholly owned by a trust established for the benefit of certain employees. Mr. Xiaoping Chen is the sole member of the advisory committee, and has the sole power to direct the disposition and voting of the shares held by the trust. The abovementioned certain employees granted an irrevocable voting proxy for all their Class B ordinary shares to Mr. Xiaoping Chen, and thus Mr. Xiaoping Chen has shared power to direct the voting of such shares but no power to dispose the same.

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 207,800,000 ordinary shares (being the sum of 90,200,000 Class A ordinary shares and 117,600,000 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018. Class B 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 Class B ordinary shares under any circumstances. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

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
Item 10.    Certifications:
   Not applicable

 

5


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

A    Joint Filing Agreement


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, 2019

 

XIAOPING CHEN

/s/ Xiaoping Chen

VIOMI LIMITED
By:  

/s/ Xiaoping Chen

Name:   Xiaoping Chen
Title:   Director
EX-99.(A) 2 d600042dex99a.htm EX-99.(A) EX-99.(A)

Exhibit A

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 shares of Class A ordinary shares, par value of $0.00001 per share, of Viomi Technology Co., Ltd, 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.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2019.

 

XIAOPING CHEN

/s/ Xiaoping Chen

VIOMI LIMITED
By:  

/s/ Xiaoping Chen

Name:   Xiaoping Chen
Title:   Director