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
Xiaomi Corporation | |||||
| 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
34,148,182(1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
34,148,182(1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
34,148,182(1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
16.4% | |||||
| 12 | Type of Reporting Person
CO | |||||
| (1) | Represents 330,000 Class A ordinary shares, in the form of ADS, and 33,818,182 Class B ordinary shares directly held by Red Better Limited, a company incorporated under the laws of British Virgin Islands. Red Better Limited is wholly owned by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation. |
2
| 1 | Name of Reporting Person
Fast Pace 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
34,148,182(2) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
34,148,182(2) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
34,148,182(2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
16.4% | |||||
| 12 | Type of Reporting Person
CO | |||||
| (2) | Represents 330,000 Class A ordinary shares, in the form of ADS, and 33,818,182 Class B ordinary shares directly held by Red Better Limited. Red Better Limited is wholly owned by Fast Pace Limited. |
3
| 1 | Name of Reporting Person
Red Better 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
34,148,182 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
34,148,182 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
34,148,182 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
16.4% | |||||
| 12 | Type of Reporting Person
CO | |||||
4
| 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) Xiaomi Corporation, (ii) Fast Pace Limited, and (iii) Red Better Limited. (collectively, the “Reporting Persons”) | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence:
Xiaomi Corporation c/o Rainbow City Office Building, 68 Qinghe Middle Street Haidian District, Beijing 100085 People’s Republic of China
Fast Pace Limited c/o Rainbow City Office Building, 68 Qinghe Middle Street Haidian District, Beijing 100085 People’s Republic of China
Red Better Limited c/o Jayla Place, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. | |
| Item 2(c) | Citizenship:
Xiaomi Corporation – Cayman Islands Fast Pace Limited – British Virgin Islands Red Better 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 | ||
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: |
|||||||||||||||||||||
| Xiaomi Corporation |
34,148,182 | 16.4 | % | 26.7 | % | 34,148,182 | 0 | 34,148,182 | 0 | |||||||||||||||||||
| Fast Pace Limited |
34,148,182 | 16.4 | % | 26.7 | % | 34,148,182 | 0 | 34,148,182 | 0 | |||||||||||||||||||
| Red Better Limited |
34,148,182 | 16.4 | % | 26.7 | % | 34,148,182 | 0 | 34,148,182 | 0 | |||||||||||||||||||
As of December 31, 2018, 330,000 Class A ordinary shares, in the form of ADS, and 33,818,182 Class B ordinary shares were directly held by Red Better Limited, a company incorporated under the laws of British Virgin Islands. Red Better Limited is wholly owned by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation.
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 | |
6
LIST OF EXHIBITS
| Exhibit |
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 1, 2019
| XIAOMI CORPORATION | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
| FAST PACE LIMITED | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
| RED BETTER LIMITED | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
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 1, 2019.
| XIAOMI CORPORATION | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
| FAST PACE LIMITED | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |
| RED BETTER LIMITED | ||
| By: | /s/ LEI Jun | |
| Name: | LEI Jun | |
| Title: | Director | |