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SECURITIES AND EXCHANGE COMMISSION |
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Washington, DC 20549 |
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SCHEDULE 13G
(Rule 13d-102)
Information to Be Included in Statements Filed Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
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Huami Corporation
(Name of Issuer)
Class A ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
44331K 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:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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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 the disclosures provided in a prior cover page.
**There is no CUSIP number assigned to the class A ordinary shares of the Issuer. CUSIP number 44331K 103 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The New York Stock Exchange under the symbol “HMI.” Each ADS represents four class A ordinary shares.
The information required in 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).
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CUSIP No. 44331K 103 |
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Page 1 of 7 pages |
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Name of Reporting Person
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Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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SEC Use Only |
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4 |
Citizenship or Place of Organization
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Number of
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Sole Voting Power
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Shared Voting Power
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Sole Dispositive Power
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8 |
Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
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11 |
Percent of Class Represented by Amount in Row (9)
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Type of Reporting Person
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CUSIP No. 44331K 103 |
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Page 2 of 7 pages |
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
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Number of
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Sole Voting Power
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6 |
Shared Voting Power
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7 |
Sole Dispositive Power
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8 |
Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
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11 |
Percent of Class Represented by Amount in Row (9)
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Type of Reporting Person
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CUSIP No. 44331K 103 |
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Page 3 of 7 pages |
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1 |
Name of Reporting Person
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2 |
Check the Appropriate Box if a Member of a Group |
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(a) |
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(b) |
☒ |
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3 |
SEC Use Only |
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4 |
Citizenship or Place of Organization
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Number of
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Sole Voting Power
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6 |
Shared Voting Power
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7 |
Sole Dispositive Power
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8 |
Shared Dispositive Power
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9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
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10 |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐ |
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Percent of Class Represented by Amount in Row (9)
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Type of Reporting Person
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CUSIP No. 44331K 103 |
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Page 4 of 7 pages |
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Name of Issuer:
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Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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Item 2(a). |
Name of Person Filing:
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Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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Item 2(c) |
Citizenship:
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Item 2(d). |
Title of Class of Securities:
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 a 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. |
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Item 2(e). |
CUSIP Number:
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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: |
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Not applicable |
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Item 4. |
Ownership: |
The following information with respect to the ownership of the ordinary shares of the Issuer by each Reporting Person is provided as of December 31, 2018.
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Reporting Person |
Amount beneficially owned: |
Percent of class: |
Percent of aggregate voting power: |
Sole power to vote or direct
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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: |
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Wang Huang |
87,134,327 |
36.1% |
45.8% |
71,223,880 |
15,910,447 |
71,223,880 |
0 |
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Wayne Holding Limited |
87,134,327 |
36.1% |
45.8% |
71,223,880 |
15,910,447 |
71,223,880 |
0 |
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HHtech Holdings Limited |
87,134,327 |
36.1% |
45.8% |
71,223,880 |
15,910,447 |
71,223,880 |
0 |
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CUSIP No. 44331K 103 |
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Page 5 of 7 pages |
As of December 31, 2018, HHtech Holdings Limited directly held 71,223,880 c lass B ordinary shares of the Issuer. In addition, it was also able to direct the voting of 15,910,447 class B ordinary shares of the Issuer as a result of the voting agreement betw een it and Fandler Holding Limited, Forest Mountain Holding Limited, Haiyu Holding Limited, Shu Hill Holding Limited and Wenshui Holding Limited . HHtech Holdings Limited is wholly owned by Wayne Holding Limited, which in turn is wholly owned by a trust est ablished for the benefit of Mr. Wang Huang and his family members. Mr. Huang is also the settlor and investment decision maker of the abovementioned trust. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulga ted thereunder , HHtech Holdings Limited may be deemed to enjoy the shared voting power, thus the biennial ownership, of the 1 5,910,447 class B ordinary shares directly held by Fandler Holding Limited, Forest Mountain Holding Limited, Haiyu Holding Limited, Shu Hill Holding Limited and Wenshui Holding Limited . Mr. Huang may be also deemed to beneficially own all of the shares beneficially owned by Wayne Holding Limited .
The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 241,679,772 ordinary shares (being the sum of 57,303,093 Class A ordinary shares (excluding the 510,395 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans) and 184,376,679 Class B ordinary shares) of the Issuer outstanding as of December 31, 2018.
For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the Issuer’s class A and class B ordinary shares as a single class. Each class A ordinary share is entitled to one vote, and each class B ordinary share is entitled to ten votes. Each class B ordinary share is convertible at the option of the holder into one class A ordinary share, whereas class A ordinary shares are not convertible into class B ordinary shares under any circumstances.
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Item 5. |
Ownership of Five Percent or Less of a Class: |
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Not applicable |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
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Not applicable |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: |
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Not applicable |
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Item 8. |
Identification and Classification of Members of the Group: |
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Not applicable |
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Item 9. |
Notice of Dissolution of Group: |
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Not applicable |
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Item 10. |
Certifications: |
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Not applicable |
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CUSIP No. 44331K 103 |
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Page 6 of 7 pages |
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Exhibit No. |
Description |
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A |
Joint Filing Agreement |
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CUSIP No. 44331K 103 |
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Page 7 of 7 pages |
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
Wang Huang
/s/ Wang Huang
Wayne Holding Limited
By:
/s/ Wang Huang
Name:
Wang Huang
Title:
Director
HHtech Holdings Limited
By:
/s/ Wang Huang
Name:
Wang Huang
Title:
Director
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 of $0.0001 per share, of Huami Corporation, a Cayman Islands exempted 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.
Wang Huang
/s/ Wang Huang
Wayne Holding Limited
By:
/s/ Wang Huang
Name:
Wang Huang
Title:
Director
HHtech Holdings Limited
By:
/s/ Wang Huang
Name:
Wang Huang
Title:
Director
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