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VIOT Viomi Technology

Filed: 14 Feb 19, 1:16pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Viomi Technology Co., Ltd.

(Name of Issuer)

Class A Ordinary Shares, par value $0.00001 per share

(Title of Class of Securities)

92762J103**

(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:

☐ Rule13d-1(b)

☐ Rule13d-1(c)

☒ Rule13d-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.

**

This CUSIP number applies to the Issuer’s American depositary shares, each representing three Class A Ordinary Shares.

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).

 

 

 


 

CUSIP No. 92762J103 SCHEDULE 13G Page 2 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

SCC VENTURE V HOLDCO I, LTD. (“SCCV V HOLDCO I”)

  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

 

0

  6    

SHARED VOTING POWER

 

10,909,091

  7    

SOLE DISPOSITIVE POWER

 

0

  8    

SHARED DISPOSITIVE POWER

 

10,909,091

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,909,091

10   

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.1%1

12   

TYPE OF REPORTING PERSON

 

OO

 

1

Based on a total of 90,200,000 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on September 26, 2018.


CUSIP No. 92762J103 SCHEDULE 13G Page 3 of 10 Pages

 

 

  1  

NAME OF REPORTING PERSON

 

SEQUOIA CAPITAL CHINA VENTURE FUND V, L.P. (“SCCVF V”)

  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

    

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V.

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V.

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,909,091

10 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.1%1

12 

TYPE OF REPORTING PERSON

 

PN

 

1 

Based on a total of 90,200,000 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on September 26, 2018.

 


CUSIP No. 92762J103 SCHEDULE 13G Page 4 of 10 Pages

 

  1  

NAME OF REPORTING PERSON

 

SC CHINA VENTURE V MANAGEMENT, L.P. (“SCCVF MGMT V”)

  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

    

SOLE VOTING POWER

 

0

  6  

SHARED VOTING POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V.

  7  

SOLE DISPOSITIVE POWER

 

0

  8  

SHARED DISPOSITIVE POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V.

  9 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,909,091

10 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.1%1

12 

TYPE OF REPORTING PERSON

 

PN

 

1 

Based on a total of 90,200,000 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on September 26, 2018.


CUSIP No. 92762J103

  SCHEDULE 13G  Page 5 of 10 Pages

 

  1      

NAME OF REPORTING PERSON

 

SC CHINA HOLDING LIMITED (“SCC HOLD”)

  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

 

0

 6    

SHARED VOTING POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V. SCC HOLD is the General Partner of SCCVF MGMT V.

 7    

SOLE DISPOSITIVE POWER

 

0

 8    

SHARED DISPOSITIVE POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V. SCC HOLD is the General Partner of SCCVF MGMT V.

  9     

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,909,091

10     

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11     

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.1%1

12     

TYPE OF REPORTING PERSON

 

OO

 

1

Based on a total of 90,200,000 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on September 26, 2018.


 

CUSIP No. 92762J103

  SCHEDULE 13G  Page 6 of 10 Pages

 

 

  1      

NAME OF REPORTING PERSON

 

SNP CHINA ENTERPRISES LIMITED (“SNP”)

  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

 

0

 6    

SHARED VOTING POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V. SCC HOLD is the General Partner of SCCVF MGMT V. SNP wholly owns SCC HOLD.

 7    

SOLE DISPOSITIVE POWER

 

0

 8    

SHARED DISPOSITIVE POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V. SCC HOLD is the General Partner of SCCVF MGMT V. SNP wholly owns SCC HOLD.

  9     

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,909,091

10     

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11     

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.1%1

12     

TYPE OF REPORTING PERSON

 

OO

 

1

Based on a total of 90,200,000 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on September 26, 2018.

 


CUSIP No. 92762J103

  SCHEDULE 13G  Page 7 of 10 Pages

 

 

  1      

NAME OF REPORTING PERSON

 

NEIL NANPENG SHEN (“NS”)

  2     

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (b)  ☐

 

  3     

SEC USE ONLY

 

  4     

CITIZENSHIP OR PLACE OF ORGANIZATION

 

HONG KONG SAR

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

   5    

SOLE VOTING POWER

 

0

 6    

SHARED VOTING POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V. SCC HOLD is the General Partner of SCCVF MGMT V. SNP wholly owns SCC HOLD. NS wholly owns SNP.

 7    

SOLE DISPOSITIVE POWER

 

0

 8    

SHARED DISPOSITIVE POWER

 

10,909,091 shares, of which 10,909,091 shares are directly owned by SCCV V HOLDCO I. SCCV V HOLDCO I is wholly owned by SCCVF V. SCCVF MGMT V is the General Partner of SCCVF V. SCC HOLD is the General Partner of SCCVF MGMT V. SNP wholly owns SCC HOLD. NS wholly owns SNP.

  9     

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,909,091

10     

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

11     

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

12.1%1

12     

TYPE OF REPORTING PERSON

 

IN

 

1

Based on a total of 90,200,000 shares outstanding following completion of the Issuer’s initial public offering, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on September 26, 2018.

 


CUSIP No. 92762J103

  SCHEDULE 13G  Page 8 of 10 Pages

 

 

ITEM  1.

(a) Name of Issuer:

Viomi Technology Co., Ltd.

(b) Address of Issuer’s Principal Executive Offices:

Wansheng Square, RM 1302 Tower C

Xingang East Road, Haizhu District

Guangzhou, Guangdong F4 510220

People’s Republic of China

 

ITEM  2.

(a) Name of Persons Filing:

SCC Venture V Holdco I, Ltd.

Sequoia Capital China Venture Fund V, L.P.

SC China Venture V Management, L.P.

SC China Holding Limited

SNP China Enterprises Limited

Neil Nanpeng Shen

SCCV V HOLDCO I is wholly owned by SCCVF V. The General Partner of SCCVF V is SCCVF MGMT V. The General Partner of SCCVF MGMT V is SCC HOLD. SCC HOLD is wholly owned by SNP, a company wholly owned by NS.

(b) Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

(c) Citizenship:

SCCV V HOLDCO I, SCCVF V, SCCVF MGMT V, SCC HOLD: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

(d) CUSIP Number:

92762J103

 

ITEM  3.

If this statement is filed pursuant to§§240.13d-1(b) or240.13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

 

ITEM  4.

OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM  5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

 

F-8


CUSIP No. 92762J103

  SCHEDULE 13G  Page 9 of 10 Pages

 

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

 


CUSIP No. 92762J103

  SCHEDULE 13G  Page 10 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019

 

SCC Venture V Holdco I, Ltd.
By: Sequoia Capital China Venture Fund V, L.P.
 its Member
By: SC China Venture V Management, L.P.
 its General Partner
By: SC China Holding Limited
 its General Partner
By: 

/s/ Neil Nanpeng Shen

 Neil Nanpeng Shen, Authorized Signatory
Sequoia Capital China Venture Fund V, L.P.
By: SC China Venture V Management, L.P.
 its General Partner
By: SC China Holding Limited
 its General Partner
By: 

/s/ Neil Nanpeng Shen

 Neil Nanpeng Shen, Authorized Signatory
SC China Venture V Management, L.P.
By: SC China Holding Limited
 its General Partner
By: 

/s/ Neil Nanpeng Shen

 Neil Nanpeng Shen, Authorized Signatory
SC China Holding Limited
By: 

/s/ Neil Nanpeng Shen

 Neil Nanpeng Shen, Authorized Signatory
SNP China Enterprises Limited
By: 

/s/ Neil Nanpeng Shen

 Neil Nanpeng Shen, Authorized Signatory

 

Neil Nanpeng Shen
By: 

/s/ Neil Nanpeng Shen

 Neil Nanpeng Shen