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
2061
(CUSIP
Number)
October
13, 2023
(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.
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
This CUSIP number applies to the Issuer’s American Depositary Shares, each representing one hundred Class A ordinary shares of
the Issuer.
| 1. |
NAMES
OF REPORTING PERSONS
Corus
Investments Pte. Ltd. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(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
215,800,000
Class A Shares (See Item 4) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
215,800,000
Class A Shares (See Item 4) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,800,000
Class A 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)
21.2%
of Class A Shares2 (or 11.0% of the total ordinary shares assuming conversion of all outstanding Class B Shares into
the same number of Class A Shares3) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
2
As a percentage of 1,016,418,532 Class A ordinary shares of the Issuer (“Class A Shares”) as of December 31, 2023, as
set forth in the Issuer's annual report on Form 20-F filed on April 25, 2024.
3
As a percentage of 1,966,378,532ordinary shares of the Issuer as of December 31, 2023, comprised of 1,016,418,532 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 25, 2024. 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 2.1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.
| 1. |
NAMES
OF REPORTING PERSONS
Crescent Capital Investments Ltd. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(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
215,800,000
Class A Shares (See Item 4) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
215,800,000
Class A Shares (See Item 4) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,800,000
Class A 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)
21.2%
of Class A Shares4 (or 11.0% of the total ordinary shares assuming conversion of all outstanding Class B Shares into
the same number of Class A Shares5) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
4
As a percentage of 1,016,418,532 Class A ordinary shares of the Issuer (“Class A Shares”) as of December 31, 2023, as
set forth in the Issuer's annual report on Form 20-F filed on April 25, 2024.
5
As a percentage of 1,966,378,532ordinary shares of the Issuer as of December 31, 2023, comprised of 1,016,418,532 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 25, 2024. 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 2.1% of the total outstanding voting power of all Class A and Class B Shares of the Issuer.
| 1. |
NAMES
OF REPORTING PERSONS
Ares
Management Corporation |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☐ |
| 3. |
SEC
USE ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
215,800,000
Class A Shares (See Item 4) |
| 6. |
SHARED
VOTING POWER
0 |
| 7. |
SOLE
DISPOSITIVE POWER
215,800,000
Class A Shares (See Item 4) |
| 8. |
SHARED
DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
215,800,000
Class A 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)
21.2%
of Class A Shares6 (or 11.0% of the total ordinary shares assuming conversion of all outstanding Class B Shares into
the same number of Class A Shares7) |
| 12. |
TYPE
OF REPORTING PERSON (see instructions)
CO |
6 As a percentage of 1,016,418,532 Class A ordinary shares of the Issuer (“Class A Shares”) as of December 31, 2023,
as set forth in the Issuer's annual report on Form 20-F filed on April 25, 2024.
7 As a percentage of 1,966,378,532ordinary shares of the Issuer as of December 31, 2023, comprised of 1,016,418,532 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 25, 2024. 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 2.1%
of the total outstanding voting power of all Class A and Class B Shares of the Issuer.
Item
1.
| |
(a) |
Name
of Issuer
Yunji
Inc. (the “Issuer”) |
| |
|
|
| |
(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)
Corus Investments Pte. Ltd. (“Corus”);
(b)
Crescent Capital Investments Ltd. (“Crescent Capital”); and
(c)
Ares Management Corporation (“Ares”) |
| |
|
|
| |
(b) |
Address
of the Principal Office or, if none, residence |
| |
|
|
| |
|
For
Corus and Crescent Capital:
One
Nexus Way
Camana
Bay
KY1-9005
Grand Cayman
Cayman
Islands
For
Ares:
2000
AVE OF THE STARS,
12TH
FLOOR, LOS ANGELES,
CA,
90067 |
| |
|
|
| |
(c) |
Citizenship |
| |
|
|
| |
|
Corus
— Singapore
Crescent
Capital — Cayman Islands
Ares
— United States |
| |
|
|
| |
(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. |
| |
|
|
| |
(e) |
CUSIP
Number |
| |
|
|
| |
|
98873N
206 (American depositary shares of the Issuer) |
Item
3. Statement filed pursuant to §§240.13d-1(b) or 240.13d-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 [*]:
| | |
Number of shares as to which such person has: | |
| Reporting Person | |
Amount Beneficially Owned | | |
Percent of Class8 | | |
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 | |
| Corus | |
| 215,800,000 | 9 | |
| 21.2 | %10 | |
| 215,800,000 | | |
| 0 | | |
| 215,800,000 | | |
| 0 | |
| Crescent Capital | |
| 215,800,000 | 9 | |
| 21.2 | %10 | |
| 215,800,000 | | |
| 0 | | |
| 215,800,000 | | |
| 0 | |
| Ares | |
| 215,800,000 | 9 | |
| 21.2 | %10 | |
| 215,800,000 | | |
| 0 | | |
| 215,800,000 | | |
| 0 | |
8
As a percentage of 1,016,418,532 Class A Shares as of December 31, 2023, as set forth in the Issuer's annual report on Form 20-F
filed on April 25, 2024.
9
Represents 215,800,000 Class A Shares held by Corus. Crescent Capital owns 1 ordinary share of Corus and has the sole voting power
and investment power over the shares held by Corus. Crescent Capital is ultimately controlled by Ares (NYSE: ARES). Pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Crescent Capital and Ares may
be deemed to share beneficial ownership of the ordinary shares of the Issuer directly held by Corus. Each of Crescent Capital and Ares
disclaims the beneficial ownership of any of the ordinary shares of the Issuer directly held by Corus, 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.
10
21.2% 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 2.1% 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.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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.
Not
applicable.
SIGNATURE
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement as of August 12, 2024.
| |
Corus
Investments Pte. Ltd. |
| |
|
|
| |
By: |
/s/
David M. Hand |
| |
Name: |
David
M. Hand |
| |
Title: |
Authorized
Signatory |
| |
|
|
| |
Crescent
Capital Investments Ltd. |
| |
|
|
| |
By: |
/s/
David M. Hand |
| |
Name: |
David
M. Hand |
| |
Title: |
Authorized
Signatory |
| |
|
|
| |
Ares
Management Corporation |
| |
|
|
| |
By: |
/s/
David M. Hand |
| |
Name: |
David
M. Hand |
| |
Title: |
Authorized
Signatory |
LIST
OF EXHIBITS
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 August 12, 2024.
| |
Corus Investments Pte. Ltd. |
| |
|
|
| |
By: |
/s/ David
M. Hand |
| |
Name: |
David M. Hand |
| |
Title: |
Authorized Signatory |
| |
|
|
| |
Crescent Capital Investments Ltd. |
| |
|
|
| |
By: |
/s/ David
M. Hand |
| |
Name: |
David M. Hand |
| |
Title: |
Authorized Signatory |
| |
|
|
| |
Ares Management Corporation |
| |
|
|
| |
By: |
/s/ David
M. Hand |
| |
Name: |
David M. Hand |
| |
Title: |
Authorized Signatory |
Yunji (NASDAQ:YJ)
過去 株価チャート
から 8 2024 まで 9 2024
Yunji (NASDAQ:YJ)
過去 株価チャート
から 9 2023 まで 9 2024
