CUSIP No. 23285D109 | 13G/A | Page 2
1 |
NAME OF REPORTING PERSON
HHLR 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
8,684,530 shares of Common Stock* |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
8,684,530 shares of Common Stock* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,684,530 shares of Common Stock* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% |
12 |
TYPE OF REPORTING PERSON
IA |
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* Consists of 2,027,500 shares of Common Stock held by a fund managed
by HHLR (as defined in Item 2(a) below) and 6,657,030 shares of Common Stock held by funds managed by HIM (as defined in Item 2(a)
below). HHLR and HIM are under common control and share certain policies, personnel and resources.
CUSIP No. 23285D109 | 13G/A | Page 3 of 7 Pages |
1 |
NAME OF REPORTING PERSON
Hillhouse Investment Management, 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
8,684,530 shares of Common Stock* |
7 |
SOLE DISPOSITIVE POWER
-0- |
8 |
SHARED DISPOSITIVE POWER
8,684,530 shares of Common Stock* |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,684,530 shares of Common Stock* |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4% |
12 |
TYPE OF REPORTING PERSON
IA |
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* Consists of 2,027,500 shares of Common Stock held by a fund
managed by HHLR and 6,657,030 shares of Common Stock held by funds managed by HIM. HHLR and HIM are under common control and share
certain policies, personnel and resources.
CUSIP No. 23285D109 | 13G/A | Page 4 of 7 Pages |
Item 1(a). |
NAME OF ISSUER |
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The name of the issuer is Cytek Biosciences, Inc. (the “Company”). |
Item 1(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
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The Company’s principal executive office is located at 47215 Lakeview Blvd, Fremont, California 94538. |
Item 2(a). |
NAME OF PERSON FILING |
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This Schedule 13G is filed by: (i) HHLR Advisors, Ltd., an exempted Cayman Islands company (“HHLR”), with respect to the shares of Common Stock (as defined in Item 2(d) below) held by certain funds and/or accounts managed by HHLR and (ii) Hillhouse Investment Management, Ltd, an exempted Cayman Islands company (“HIM”). The foregoing persons are hereinafter sometimes each referred to as a “Reporting Person” and collectively referred to as the “Reporting Persons.” |
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HHLR acts as the sole investment
manager of HHLR Fund, L.P. (“HHLR Fund”). HHLR is hereby deemed to be the beneficial owner of, and
to control the voting and investment power of, the shares of Common Stock held by HHLR Fund. HIM acts as the sole
management company of Hillhouse Focused Growth Fund V, L.P. (“HFV”). CTKBS Holdings Limited (“CTKBS”)
is wholly owned by HFV. HIM is hereby deemed to be the beneficial owner of, and to control the voting power of, the Common Stock
held by CTKBS. HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, each
of HHLR and HIM reports on this Schedule 13G that it has shared voting and dispositive power of the Common Stock beneficially owned by
each of HHLR and HIM. |
Item 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
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The address of the business office of each of the Reporting Persons is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006. |
Item 2(c). |
CITIZENSHIP |
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Cayman Islands |
Item 2(d). |
TITLE OF CLASS OF SECURITIES |
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Common Stock, par value $0.001 per share (the “Common Stock”). |
Item 2(e). |
CUSIP NUMBER |
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23285D109 |
CUSIP No. 23285D109 | 13G/A | Page 5 of 7 Pages |
Item 3. |
IF THIS STA
TEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: |
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(a) |
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Broker or dealer registered under Section 15 of the Act; |
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(b) |
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Bank as defined in Section 3(a)(6) of the Act; |
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(c) |
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Insurance company as defined in Section 3(a)(19) of the Act; |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940; |
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(e) |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
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(g) |
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A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
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(h) |
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A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
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(i) |
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A church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act;
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(j) |
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A non-U.S. institutio
n in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please |
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specify the type of institution: |
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Item 4. |
OWNERSHIP |
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The percentage set forth in this Schedule 13G/A is calculated based upon an aggregate of 134,853,359 shares of Common Stock reported to be issued and outstanding as of October 31, 2022, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission on November 9, 2022. |
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The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. |
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
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Not applicable. |
CUSIP No. 23285D109 | 13G/A | Page 6 of 7 Pages |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
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See Item 2. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
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Not applicable. |
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
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Not applicable. |
Item 9. |
NOTICE OF DISSOLUTION OF GROUP |
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Not applicable. |
Item 10. |
CERTIFICATION |
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Each of the Reporting Persons hereby makes the following certification: |
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By signing below the Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
CUSIP No. 23285D109 | 13G/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
DATE: February 14, 2023
HHLR Advisors, LTD. |
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/s/ Audrey Woon |
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Name:Audrey Woon |
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Title: Chief Compliance Officer |
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HILLHOUSE INVESTMENT MANAGEMENT, LTD. |
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/s/ Audrey Woon |
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Name: Audrey Woon |
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Title: Chief Compliance Officer |
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