Sec Form 13G Filing - Xu Xiaoping @ Yatsen Holding Ltd

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

(Amendment No. 2)*

Yatsen Holding Limited

(Name of Issuer)

Class A ordinary shares, $0.00001 par value per share

(Title of Class of Securities)

985194109**

(CUSIP Number)

December 31, 2022

(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.

** CUSIP number 985194109 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the New York Stock Exchange under the symbol “YSG.” Each ADS represents four Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

The information re quired 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. 985194109		Page 2 of 17 Pages


1	Name of Reporting Person Zhen Partners Fund IV, L.P.
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 222,231,601(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,231,601(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,231,601(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.24%(2) (or 1.30%(2) of the aggregate voting power)
12	Type of Reporting Person PN

(1)

Represents 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission on April 22, 2022 (the “Issuer’s 20-F Filing”). The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.


CUSIP No. 985194109		Page 3 of 17 Pages


1	Name of Reporting Person Zhen Partners Management (MTGP) IV, L.P.
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 222,231,601(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,231,601(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,231,601(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.24%(2) (or 1.30%(2) of the aggregate voting power)
12	Type of Reporting Person PN

(1)

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.


CUSIP No. 985194109		Page 4 of 17 Pages


1	Name of Reporting Person Zhen Partners Management (TTGP) IV, Ltd.
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 222,231,601(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,231,601(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,231,601(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.24%(2) (or 1.30%(2) of the aggregate voting power)
12	Type of Reporting Person CO

(1)

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.


CUSIP No. 985194109		Page 5 of 17 Pages


1	Name of Reporting Person Zhen Fund COV LLC(1)
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 0
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 0%
12	Type of Reporting Person OO

(1)

The manager of Zhen Fund COV LLC is Zhen Advisors Ltd., which is wholly owned by Zhen International Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust.


CUSIP No. 985194109		Page 6 of 17 Pages


1	Name of Reporting Person Zhen Advisors Ltd.
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 637,328(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 637,328(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 637,328(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 0.02%(2) (or 0.004%(2) of the aggregate voting power)
12	Type of Reporting Person OO

(1)

Represents 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 0.004% of the total outstanding voting power.


CUSIP No. 985194109		Page 7 of 17 Pages


1	Name of Reporting Person Zhen International Ltd.
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 222,868,929(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 222,868,929(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 222,868,929(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.26%(2) (or 1.30%(2) of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., and (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.30% of the total outstanding voting power.


CUSIP No. 985194109		Page 8 of 17 Pages


1	Name of Reporting Person Success Origin Limited
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 1,417,312(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 1,417,312(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,417,312(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 0.05%(2) (or 0.01%(2) of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. Success Origin Limited is wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 0.01% of the total outs tanding voting power.


CUSIP No. 985194109		Page 9 of 17 Pages


1	Name of Reporting Person Rosy Glow Holdings Limited
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization Republic of Seychelles
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 224,286,241(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 224,286,241(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 224,286,241(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.32%(2) (or 1.31%(2) of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd., and (iii) 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.31% of the total outstanding voting power.


CUSIP No. 985194109		Page 10 of 17 Pages


1	Name of Reporting Person Best Belief PTC Limited as the trustee of The Best Belief Family Trust
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 224,286,241(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 224,286,241(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 224,286,241(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.32%(2) (or 1.31%(2) of the aggregate voting power)
12	Type of Reporting Person OO

(1)

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.31% of the total outstanding voting power.


CUSIP No. 985194109		Page 11 of 17 Pages


1	Name of Reporting Person Xu Xiaoping
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 0
		6	Shared Voting Power 224,286,241(1)
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 224,286,241(1)
9	Aggregate Amount Beneficially Owned by Each Reporting Person 224,286,241(1)
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
11	Percent of Class Represented by Amount in Row 9 8.32%(2) (or 1.31%(2) of the aggregate voting power)
12	Type of Reporting Person IN

(1)

Represents (i) 166,673,701 Class A ordinary shares and 13,889,475 ADSs (representing 55,557,900 Class A ordinary shares) held by Zhen Partners Fund IV, L.P., (ii) 159,332 ADSs (representing 637,328 Class A ordinary shares) held by Zhen Advisors Ltd., and (iii) 354,328 ADSs (representing 1,417,312 Class A ordinary shares) held by Success Origin Limited. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP ) IV, Ltd. Zhen Advisors Ltd. is wholly owned by Zhen International Ltd., which holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(2)

The beneficial ownership percentage is calculated based on 2,697,173,763 ordinary shares of the Issuer as a single class, being the sum of (i) 1,938,303,919 Class A ordinary shares, and (ii) 758,869,844 Class B ordinary shares issued and outstanding as of February 28, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s 20-F Filing. The voting power of the shares beneficially owned represented 1.31% of the total outstanding voting power.


CUSIP No. 985194109		Page 12 of 17 Pages


Item 1(a).	Name of Issuer: Yatsen Holding Limited
Item 1(b).	Address of Issuer’s Principal Executive Offices: Building No. 35, Art Port International Creation Center, No. 2519 Xingang East Road, Haizhu District, Guangzhou 510330, People’s Republic of China

Item 2(a).	Name of Person Filing: (i) Zhen Partners Fund IV, L.P. (ii) Zhen Partners Management (MTGP) IV, L.P. (iii) Zhen Partners Management (TTGP) IV, Ltd. (iv) Zhen Fund COV LLC (v) Zhen Advisors Ltd. (vi) Zhen International Ltd. (vii) Success Origin Limited (viii) Rosy Glow Holdings Limited (ix) Best Belief PTC Limited (x) Xu Xiaoping (collectively, the “Reporting Persons”)
Item 2(b).	Address of Principal Business Office or, if none, Residence: The addresses of the Reporting Persons are: (i) Zhen Partners Fund IV, L.P. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (ii) Zhen Partners Management (MTGP) IV, L.P. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (iii) Zhen Partners Management (TTGP) IV, Ltd. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (iv) Zhen Fund COV LLC P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (v) Zhen Advisors Ltd. P.O. Box 10008, Willow House, Cricket Square, Grand Cayman, KY1-1001, Cayman Islands (vi) Zhen International Ltd. Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, British Virgin Islands (vii) Success Origin Limited Intershore Chambers P.O Box 4342, Road Town, Tortola, British Virgin Islands (viii) Rosy Glow Holdings Limited 306 Victoria House, Victoria, Mahe, Seychelles (ix) Best Belief PTC Limited 3076 Sir Francis Drake’s Highway, Road Town, Tortola, British Virgin Islands (x) Xu Xiaoping 32 Orange Grove Road, M812, Le Grove Serviced Residences, Singapore


CUSIP No. 985194109		Page 13 of 17 Pages


Item 2(c)	Citizenship: Zhen Partners Fund IV, L.P. – Cayman Islands Zhen Partners Management (MTGP) IV, L.P. – Cayman Islands Zhen Partners Management (TTGP) IV, Ltd. – Cayman Islands Zhen Fund COV LLC - Cayman Islands Zhen Advisors Ltd. – Cayman Islands Zhen International Ltd. – British Virgin Islands Success Origin Limited – British Virgin Islands Rosy Glow Holdings Limited – Republic of Seychelles Best Belief PTC Limited – British Virgin Islands Xu Xiaoping – Canada
Item 2(d).	Title of Class of Securities: Class A ordinary shares, par value US$0.00001 per share, of the Issuer 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 twenty votes per share, on all matters submitted to shareholders for 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.
Item 2(e).	CUSIP Number: 985194109 This CUSIP number applies to the American depositary shares of the Issuer, each representing four Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

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:
	Not applicable.


CUSIP No. 985194109		Page 14 of 17 Pages


Item 4.	Ownership:

The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2022:


Reporting Persons	Ordinary Shares Held Directly(1)	Shared Voting Power(1)	Shared Dispositive Power(1)	Beneficial Ownership(1)	Percentage of Total Ordinary Shares(1)(3)	Percentage of the Aggregate Voting Power(1)(3)
Zhen Partners Fund IV, L.P.(2)	222,231,601	222,231,601	222,231,601	222,231,601	8.24%	1.30%
Zhen Partners Management (MTGP) II, L.P.(2)	0	222,231,601	222,231,601	222,231,601	8.24%	1.30%
Zhen Partners Management (TTGP) II, Ltd.(2)	0	222,231,601	222,231,601	222,231,601	8.24%	1.30%
Zhen Fund COV LLC(2)	0	0	0	0	0%	0%
Zhen Advisors Ltd.(2)	637,328	637,328	637,328	637,328	0.02%	0.004%
Zhen International Ltd.(2)	0	222,868,929	222,868,929	222,868,929	8.26%	1.30%
Success Origin Limited(2)	1,417,312	1,417,312	1,417,312	1,417,312	0.05%	0.01%
Rosy Glow Holdings Limited(2)	0	224,286,241	224,286,241	224,286,241	8.32%	1.31%
Best Belief PTC Limited(2)	0	224,286,241	224,286,241	224,286,241	8.32%	1.31%
Xu Xiaoping(2)	0	224,286,241	224,286,241	224,286,241	8.32%	1.31%

____________

(1)

Represents the number of Class A ordinary shares (including Class A ordinary shares represented by ADSs) beneficially owned by the Reporting Persons as of December 31, 2022.

(2)

The manager of Zhen Fund COV LLC is Zhen Advisors Ltd., which is wholly owned by Zhen International Ltd. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. holds 51% equity interest in Zhen Partners Management (TTGP) IV, Ltd. Zhen International Ltd. and Success Origin Limited are wholly owned by Rosy Glow Holdings Limited. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiaoping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

(3)


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.


CUSIP No. 985194109		Page 15 of 17 Pages



Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
	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.	Certifications:
	Not applicable.


CUSIP No. 985194109		Page 16 of 17 Pages

LIST OF EXHIBITS


Exhibit No.		Description

99.1		Joint Filing Agreement


CUSIP No. 985194109		Page 17 of 17 Pages

SIGNATURE

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 14, 2023


	Zhen Partners Fund IV, L.P.
	By:	Zhen Partners Management (MTGP) IV, L.P.
	By:	Zhen Partners Management (TTGP) IV, Ltd.

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Zhen Partners Management (MTGP) IV, L.P.
	By:	Zhen Partners Management (TTGP) IV, Ltd. its General Partner

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Zhen Partners Management (TTGP) IV, Ltd.

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Zhen Fund COV LLC

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Zhen Advisors Ltd.

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Zhen International Ltd.

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Success Origin Limited

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Rosy Glow Holdings Limited

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Best Belief PTC Limited

	By:	/s/ Xu Xiaoping
	Name:	Xu Xiaoping
	Title:	Authorized Signatory

	Xu Xiaoping

	/s/ Xu Xiaoping

Sec Form 13G Filing - Xu Xiaoping filing for Yatsen Holding LtdYatsen Holding Ltd - 2023-02-14