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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934*

 

Secoo Holding Limited

(Name of Issuer)

Class A ordinary shares, par value of $0.001 per share

(Title of Class of Securities)

G81224 100

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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.

 

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).

 


 

 

1

Names of Reporting Persons
Rixue Li

 

2

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

 

3

SEC Use Only

 

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5

Sole Voting Power
0

6

Shared Voting Power
6,571,429 ordinary shares. Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,571,429 ordinary shares. Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,571,429 ordinary shares. See Item 4.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row (9)
26.0%. See Item 4.

 

12

Type of Reporting Person
IN

 

2


 

 

1

Names of Reporting Persons
Siku Holding Limited

 

2

Check the Appropriate Box if a Member of a Group

(a) o

(b) o

 

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
6,571,429 ordinary shares. See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
6,571,429 ordinary shares. See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,571,429 ordinary shares. See Item 4.

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row (9)
26.0%. See Item 4.

 

12

Type of Reporting Person
CO

 

3


 

Item 1(a).

Name of Issuer:
Secoo Holding Limited

Item 1(b).

Address of Issuer’s Principal Executive Offices:
15/F, Building C, Galaxy SOHO
Chaonei Street, Dongcheng District
Beijing 100000
The People’s Republic of China

 

Item 2(a).

Name of Person Filing:
Rixue Li

Siku Holding Limited

Item 2(b).

Address of Principal Business Office, or, if none, Residence:
Rixue Li
15/F, Building C, Galaxy SOHO
Chaonei Street, Dongcheng District
Beijing 100000
The People’s Republic of China

 

Siku Holding Limited
P.O. Box 3321
Drake Chambers, Road Town
Tortola, British Virgin Islands.

Item 2(c).

Citizenship:
Rixue Li – People’s Republic of China

Siku Holding Limited – British Virgin Islands

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, par value of $0.001 per share (the “Class A Ordinary Shares”). Each Class B ordinary share, par value of $0.001 per share (the “Class B Ordinary Shares”), held by the reporting persons is convertible into one Class A Ordinary Share at the option of the holders at any time.

Item 2(e).

CUSIP No.:
G81224 100

 

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

 

4


 

Item 4.

Ownership

The following information with respect to the ownership of the ordinary shares by each of the reporting persons is provided as of December 31, 2017:

 

Reporting Person

 

Amount
beneficially
owned:

 

Percent of
class:(1)

 

Sole power
to vote or
direct the
vote:

 

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:

 

Rixue Li

 

6,571,429

(2)

26.0

%

0

 

6,571,429

(2)

0

 

6,571,429

(2)

Siku Holding Limited

 

6,571,429

(2)

26.0

%

0

 

6,571,429

(3)

0

 

6,571,429

(2)

 

(1)         The percentage of the class of securities beneficially owned by each reporting person is based on 25,639,653 outstanding ordinary shares as a single class, being the sum of  19,068,224 Class A Ordinary Shares (excluding 1,277,148 Class A Ordinary Shares issued and reserved for the purpose of the Issuer’s 2017 Employee Stock Incentive Plan, all shareholder rights attaching to which shares have been waived by the holder thereof),6,571,429 Class B Ordinary Shares of the Issuer outstanding and 359,595 Class A Ordinary Shares issued and reserved as Treasury stock as of December 31, 2017.

 

(2)         6,571,429 Class B Ordinary Shares held by Siku Holding Limited.

 

Zhaohui Huang, Rixue Li’s wife, was the record owner of 730,158 Class A Ordinary Shares, as of December 31, 2017. Rixue Li may be deemed to share beneficial ownership of the shares held by Zhaohui Huang. Rixue Li expressly disclaims such beneficial ownership of the shares beneficially owned by Zhaohui Huang.

 

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

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control 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

 

5


 

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 13, 2018

 

 

 

Rixue Li

/s/ Rixue Li

 

 

 

 

Siku Holding Limited

By:

/s/ Rixue Li

 

Name:

Rixue Li

 

Title:

Director

 

6


 

LIST OF EXHIBITS

 

Exhibit 99.1 — Joint Filing Agreement

 

7

Exhibit 99.1

 

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 B ordinary shares, par value of $0.001 per share, of Secoo Holding Limited., 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 13, 2018.

 

Rixue Li

/s/ Rixue Li

 

 

 

 

Siku Holding Limited

By:

/s/ Rixue Li

 

Name:

Rixue Li

 

Title:

Director