SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.    )*

 

 

Huami Corporation

(Name of Issuer)

Class A ordinary shares, $0.0001 par value 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:

☐ 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 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 of the issuer. No CUSIP number has been assigned to the class A ordinary shares of the issuer.

The information required 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).

 

 

 


  1   

Name of Reporting Person

 

Xiaomi Corporation

  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

     

Sole Voting Power

 

35,861,112(1)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

35,861,112(1)

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

35,861,112(1)

10  

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

 

11  

Percent of Class Represented by Amount in Row 9

 

14.8%

12  

Type of Reporting Person

 

CO

 

(1)

Represents 35,861,112 Class B ordinary shares held by People Better Limited, a company incorporated in the British Virgin Islands. People Better Limited is wholly owned by Fast Pace Limited, a British Virgin Island company wholly owned by Xiaomi Corporation.

 

2


  1   

Name of Reporting Person

 

Fast Pace 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

     

Sole Voting Power

 

35,861,112(2)

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

35,861,112(2)

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

35,861,112(2)

10  

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

 

11  

Percent of Class Represented by Amount in Row 9

 

14.8%

12  

Type of Reporting Person

 

CO

 

(2)

Represents 35,861,112 Class B ordinary shares held by People Better Limited. People Better Limited is wholly owned by Fast Pace Limited.

 

3


  1   

Name of Reporting Person

 

People Better 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

     

Sole Voting Power

 

35,861,112

   6   

Shared Voting Power

 

0

   7   

Sole Dispositive Power

 

35,861,112

   8   

Shared Dispositive Power

 

0

  9  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

35,861,112

10  

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

 

11  

Percent of Class Represented by Amount in Row 9

 

14.8%

12  

Type of Reporting Person

 

CO

 

4


Item 1(a).   

Name of Issuer:

 

Huami Corporation (the “Issuer”)

Item 1(b).   

Address of Issuer’s Principal Executive Offices:

 

Building H8, No. 2800, Chuangxin Road, Hefei 230088, People’s Republic of China

Item 2(a).   

Name of Person Filing:

 

(i) Xiaomi Corporation,

(ii) Fast Pace Limited, and

(iii) People Better Limited (collectively, the “Reporting Persons”)

Item 2(b).   

Address of Principal Business Office or, if none, Residence:

 

Xiaomi Corporation
c/o Rainbow City Office Building, 68 Qinghe Middle Street
Haidian District, Beijing 100085
People’s Republic of China

 

Fast Pace Limited

c/o Rainbow City Office Building, 68 Qinghe Middle Street
Haidian District, Beijing 100085
People’s Republic of China

 

People Better Limited
c/o Rainbow City Office Building, 68 Qinghe Middle Street
Haidian District, Beijing 100085
People’s Republic of China

Item 2(c)   

Citizenship:

 

Xiaomi Corporation - Cayman Islands

Fast Pace Limited – British Virgin Islands

People Better Limited - British Virgin Islands

Item 2(d).   

Title of Class of Securities:

 

Class A ordinary shares, $0.0001 par value 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 ten votes per share on all matters submitted to them 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:

 

44331K 103

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing four Class A ordinary shares of the Issuer, par value $0.0001 per share. No CUSIP has been assigned to the Class A ordinary shares of the Issuer.

 

5


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
Item 4.    Ownership:

 

Reporting Person

  Amount
beneficially
owned:
     Percent
of class:
    Percent of
aggregate
voting
power:
    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:
 

Xiaomi Corporation

    35,861,112        14.8     18.9     35,861,112        0        35,861,112        0  

Fast Pace Limited

    35,861,112        14.8     18.9     35,861,112        0        35,861,112        0  

People Better Limited

    35,861,112        14.8     18.9     35,861,112        0        35,861,112        0  

As of December 31, 2018, 35,861,112 Class B ordinary shares were directly held by People Better Limited, a company incorporated under the laws of British Virgin Islands. People Better Limited is wholly owned by Fast Pace Limited, a British Virgin Islands company wholly owned by Xiaomi Corporation, Corporation.

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. 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. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of our Class B ordinary shares is entitled to ten votes per share on all matters submitted to them for vote.

 

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 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

 

6


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

A    Joint Filing Agreement

 

7


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 1, 2019

 

XIAOMI CORPORATION
By:  

/s/ LEI Jun

Name:   LEI Jun
Title:   Director
FAST PACE LIMITED
By:  

/s/ LEI Jun

Name:   LEI Jun
Title:   Director
PEOPLE BETTER LIMITED
By:  

/s/ LEI Jun

Name:   LEI Jun
Title:   Director

 

EX-99.(A)

Exhibit A

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 shares of Class A ordinary shares, par value of $0.0001 per share, of Huami Corporation, a Cayman Islands 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.

 

XIAOMI CORPORATION
By:  

/s/ LEI Jun

Name:   LEI Jun
Title:   Director
FAST PACE LIMITED
By:  

/s/ LEI Jun

Name:   LEI Jun
Title:   Director
PEOPLE BETTER LIMITED
By:  

/s/ LEI Jun

Name:   LEI Jun
Title:   Director