UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
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, 2020
(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
Koh Tuck Lye | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
Singapore | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
32,111,364 (1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
32,111,364 (1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
32,111,364 (1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.3% | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Represents 32,111,364 Class A ordinary shares (represented by 10,703,788 ADSs) held by Shunwei Talent Limited. Shunwei Talent Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P., and the general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited, which is controlled by Mr. Koh Tuck Lye. |
1
| 1 | Name of Reporting Person
Shunwei Capital Partners II GP Limited | |||||
| 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
32,111,364 (2) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
32,111,364 (2) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
32,111,364 (2) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.3% | |||||
| 12 | Type of Reporting Person
CO | |||||
| (2) | Represents 32,111,364 Class A ordinary shares (represented by 10,703,788 ADSs) held by Shunwei Talent Limited. Shunwei Talent Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P., and the general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited. |
2
| 1 | Name of Reporting Person
Shunwei Capital Partners II GP, 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
32,111,364 (3) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
32,111,364 (3) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
32,111,364 (3) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| (3) | Represents 32,111,364 Class A ordinary shares (represented by 10,703,788 ADSs) held by Shunwei Talent Limited. Shunwei Talent Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P. |
3
| 1 | Name of Reporting Person
Shunwei China Internet Fund II, 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 | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
32,111,364 (4) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
32,111,364 (4) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
32,111,364 (4) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.3% | |||||
| 12 | Type of Reporting Person
PN | |||||
| (4) | Represents 32,111,364 Class A ordinary shares (represented by 10,703,788 ADSs) held by Shunwei Talent Limited. Shunwei Talent Limited is wholly owned by Shunwei China Internet Fund II, L.P. |
4
| 1 | Name of Reporting Person
Shunwei Talent 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
32,111,364 | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
32,111,364 | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
32,111,364 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11 | Percent of Class Represented by Amount in Row 9
15.3% | |||||
| 12 | Type of Reporting Person
CO | |||||
5
| 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) Koh Tuck Lye,
(ii) Shunwei Capital Partners II GP Limited,
(iii) Shunwei Capital Partners II GP, L.P.,
(iv) Shunwei China Internet Fund II, L.P., and
(v) Shunwei Talent Limited (collectively, the “Reporting Persons”)
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
(i) Koh Tuck Lye
32D Watten Rise, Singapore 286651
(ii) Shunwei Capital Partners II GP Limited
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands
(iii) Shunwei Capital Partners II GP, L.P.
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands
(iv) Shunwei China Internet Fund II, L.P.
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104, Cayman Islands
(v) Shunwei Talent Limited
Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands
| Item 2(c) | Citizenship: |
(i) Koh Tuck Lye – Singapore
(ii) Shunwei Capital Partners II GP Limited – Cayman Islands
(iii) Shunwei Capital Partners II GP, L.P. – Cayman Islands
(iv) Shunwei China Internet Fund II, L.P. – Cayman Islands
(v) Shunwei Talent Limited – British Virgin Islands
6
| 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, par value $0.00001 per share. No CUSIP has been assigned to the Class A ordinary shares of the Issuer.
| 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 |
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: |
|||||||||||||||||||||
| Koh Tuck Lye |
32,111,364 | 15.3 | % | 2.7 | % | 32,111,364 | 0 | 32,111,364 | 0 | |||||||||||||||||||
| Shunwei Capital Partners II GP Limited |
32,111,364 | 15.3 | % | 2.7 | % | 32,111,364 | 0 | 32,111,364 | 0 | |||||||||||||||||||
| Shunwei Capital Partners II GP, L.P. |
32,111,364 | 15.3 | % | 2.7 | % | 32,111,364 | 0 | 32,111,364 | 0 | |||||||||||||||||||
| Shunwei China Internet Fund II, L.P. |
32,111,364 | 15.3 | % | 2.7 | % | 32,111,364 | 0 | 32,111,364 | 0 | |||||||||||||||||||
| Shunwei Talent Limited |
32,111,364 | 15.3 | % | 2.7 | % | 32,111,364 | 0 | 32,111,364 | 0 | |||||||||||||||||||
As of December 31, 2020, 32,111,364 Class A ordinary shares (represented by 10,703,788 ADSs) were directly held by Shunwei Talent Limited. Shunwei Talent Limited is wholly owned by Shunwei China Internet Fund II, L.P. The general partner of Shunwei China Internet Fund II, L.P. is Shunwei Capital Partners II GP, L.P., and the general partner of Shunwei Capital Partners II GP, L.P. is Shunwei Capital Partners II GP Limited, which is controlled by Mr. Koh Tuck Lye.
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 209,574,008 ordinary shares (being the sum of 98,724,008 Class A ordinary shares and 110,850,000 Class B ordinary shares) of the Issuer as of March 31, 2020 as disclosed in the Issuer’s annual report for the fiscal year of 2019. 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
7
| 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
8
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A* | Joint Filing Agreement by and among the Reporting Persons as Exhibit 99.(A) to the Schedule 13G filed with the U.S. Securities and Exchange Commission on February 1, 2019 | |
| * | Previously filed |
9
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 9, 2021
| Koh Tuck Lye | ||
| /s/ Koh Tuck Lye | ||
| Shunwei Capital Partners II GP Limited | ||
| By: | /s/ Koh Tuck Lye | |
| Name: | Koh Tuck Lye | |
| Title: | Director | |
| Shunwei Capital Partners II GP, L.P. | ||
| By: | /s/ Koh Tuck Lye | |
| Name: | Koh Tuck Lye | |
| Title: | Authorized Representative | |
| Shunwei China Internet Fund II, L.P. | ||
| By: | /s/ Koh Tuck Lye | |
| Name: | Koh Tuck Lye | |
| Title: | Authorized Representative | |
| Shunwei Talent Limited | ||
| By: | /s/ Koh Tuck Lye | |
| Name: | Koh Tuck Lye | |
| Title: | Director | |
10