Filing Overview
Yatsen Holding Limited filed a Form 6-K on April 26, 2023, for April 2023. The filing is a supplemental submission under Item 16I(a) of Form 20-F concerning the Holding Foreign Companies Accountable Act (HFCAA). It does not present interim financial results.
Business Context and Reporting Period
The submission relates to the Company’s prior identification as a Commission-Identified Issuer in May 2022, based on its 2021 Form 20-F audit report issued by PricewaterhouseCoopers Zhong Tian LLP, a mainland China-based registered public accounting firm.
The filing notes that the PCAOB vacated in December 2022 its previous determination that it could not completely inspect or investigate registered public accounting firms headquartered in mainland China.
Ownership and Control Disclosure
- As of February 28, 2023, the Company stated that no shareholder other than the Entities Affiliated with Jinfeng Huang, Hillhouse Entities, ZhenFund Entities and Banyan Partners Entities owned more than 5% of outstanding ordinary shares.
- These shareholder groups collectively held 91.4% of the Company’s aggregate voting power.
- Entities affiliated with Jinfeng Huang beneficially owned 5,736,314 Class A shares and 666,572,880 Class B shares, representing 24.9% of outstanding ordinary shares and 86.8% of aggregate voting power.
- Hillhouse Entities beneficially owned 300,560,602 Class A shares, representing 11.1% of outstanding shares and 2.0% of aggregate voting power.
- ZhenFund Entities beneficially owned 224,286,241 Class A shares, representing 8.3% of outstanding shares and 1.5% of aggregate voting power.
- Banyan Partners Entities beneficially owned 185,495,825 Class A shares, representing 6.9% of outstanding shares and 1.2% of aggregate voting power.
Financial Metrics and Liquidity
The filing text does not provide revenue, profit, cash flow, margins, debt, liquidity, guidance, or other operating and financial metrics.
Material Changes Versus Prior Period
No comparable-period financial or operating information is included. The material development addressed is the PCAOB’s December 2022 decision to vacate its prior inability-to-inspect determination, together with the Company’s HFCAA ownership and control disclosure.
Management Commentary, Risks and Contingencies
Based on its register of members and public shareholder filings, the Company stated that it believes it is not owned or controlled by a governmental entity in a foreign jurisdiction. It further stated that, to its knowledge, none of the identified major shareholder groups is owned or controlled by a Chinese governmental entity.
The Company also stated that it is not aware of any Chinese governmental entity possessing, directly or indirectly, the power to direct or cause the direction of its management and policies through voting securities, contract or otherwise.
The filing addresses HFCAA compliance and ownership disclosure only; it does not provide a new assessment of future financial performance or a specific delisting timetable.
Key Facts for Investors to Verify
- Whether the Company’s Commission-Identified Issuer status and related HFCAA consequences have changed following the PCAOB’s December 2022 action.
- The ownership and voting-power figures as of February 28, 2023, including the substantial voting control held by entities affiliated with Jinfeng Huang.
- The Company’s conclusion that no Chinese governmental entity owns or controls the Company, which is based on the Company’s best knowledge and available shareholder information.
- The Company’s latest Form 20-F for financial results, liquidity, debt, risk factors and any updated audit-inspection disclosures.