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F-1/A 1 d57580df1a.htm AMENDMENT NO. 1 TO FORM F-1
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As filed with the Securities and Exchange Commission on November 13, 2020
Registration No. 333-249747
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Yatsen Holding Limited
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
Cayman Islands 5900 Not Applicable
(State or other jurisdiction of (Primary Standard Industrial(I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
32-35, 38/F, Poly Midtown Plaza
No.23 East Xuanyue Street, Haizhu District
Guangzhou 510330
People’s Republic of China
+86 20-3837 3543
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Z. Julie Gao, Esq. Haiping Li, Esq.Benjamin Su, Esq.
Skadden, Arps, Slate, Meagher & Flom LLPSkadden, Arps, Slate, Meagher & Flom LLPDaying Zhang, Esq.
c/o 42/F, Edinburgh Tower, The Landmark 46/F, Tower 2, Jing An Kerry CenterLatham & Watkins LLP
15 Queen’s Road Central1539 Nanjing West Road, Shanghai 18th Floor, One Exchange Square
Hong KongPeople’s Republic of China8 Connaught Place
+852 3740-4700+86 (21) 6193-8200 Central, Hong Kong
+852 2912-2500
Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or revised financial accounting standards+ provided pursuant to Section 7(a)
(2)(B) of the Securities Act.
+ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
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CALCULATION OF REGISTRATION FEE
ProposedProposed
maximummaximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered(2)(3) per share(3) offering price(2)(3) registration fee(4)
Class A ordinary shares, par value US$0.00001 per share(1) 270,250,000 US$2.625 US$709,406,250 US$77,396
(1) American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration
statement on Form F-6 (Registration No. 333-250059). Each American depositary share represents four Class A ordinary shares.
(2) Includes Class A ordinary shares that are issuable upon the exercise of the underwriters’ over-allotment option to purchase additional ADSs. Also
includes Class A ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as
part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide
offered to the public. These Class A ordinary shares are not being registered for the purpose of sales outside the United States.
(3) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.
(4) US$10,910 previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting offers
to buy these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS (Subject to Completion)
Dated November 13, 2020.
58,750,000 American Depositary Shares
Yatsen Holding Limited
Representing 235,000,000 Class A Ordinary Shares
This is an initial public offering of American depositary shares, or ADSs, of Yatsen Holding Limited.
We are offering 58,750,000 American depositary shares, or ADSs. Each ADS represents four of our Class A ordinary shares, par value 0.00001 per
share. We anticipate the initial public offering price per ADS will be between US$8.50 and US$10.50.
Prior to this offering, there has been no public market for the ADSs or our shares. We have applied to list the ADSs on the New York Stock
Exchange under the symbol “YSG.”
As of the date of this prospectus, our outstanding share capital consists of Class A ordinary shares and Class B ordinary shares. Mr. Jinfeng Huang,
our founder, chairman of the board of directors and chief executive officer, Mr. Yuwen Chen, our co-founder, director and chief operating officer, and
Mr. Jianhua Lyu, our co-founder, director and chief sales officer, will continue to beneficially own all of our issued Class B ordinary shares and will be able
to exercise 91.9% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering, assuming
that the underwriters do not exercise their option to purchase additional ADSs. Holders of Class A ordinary shares and Class B ordinary shares have the
same rights except for voting and conversion rights. Each Class A ordinary share is and will continue to be entitled to one vote, and each Class B ordinary
share is currently entitled to ten votes and will be entitled to twenty votes immediately prior to the completion of this offering. Each Class