Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
* 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.
** There is no CUSIP number assigned to the Class A ordinary shares.
CUSIP number 68277G107 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on the
New York Stock Exchange under the symbol “OG.” Each ten ADSs represent one Class A ordinary shares, par value US$0.0001 per
share (“Class A ordinary shares”).
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.
|
Names of Reporting Persons
ECSH Xianlv 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
562,963 Class A ordinary shares(1)
|
6.
|
Shared Voting Power
0 Class A ordinary shares
|
7.
|
Sole Dispositive Power
562,963 Class A ordinary shares(1)
|
8.
|
Shared Dispositive Power
0 Class A ordinary shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
562,963 Class A ordinary shares(1)
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.93% (2)
|
12.
|
Type of Reporting Person
CO
|
(1) Represents (i) 450,370 Class A ordinary shares
and (ii) 112,593 Class A ordinary shares in the form of ADSs held by ECSH Xianlv Limited.
These 562,963 Class A ordinary shares are held for
the benefit of Shanghai Xianlv Enterprise Management Consulting Partnership (Limited Partnership), or Shanghai Xianlv. The general
partner of Shanghai Xianlv is Shanghai Yilian Equity Investment Management Partnership (Limited Partnership), or Shanghai Yilian. The
general partner of Shanghai Yilian is Shanghai Chenjun Investment Consulting Co. Ltd., or Shanghai Chenjun, whose designated executive
representative is Mr. Shumin Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, each of Shanghai Xianlv, Shanghai Yilian, Shanghai Chenjun and Mr. Shumin Wang may be deemed to beneficially own all of the
shares of the Issuer owned by ECSH Xianlv Limited. However, Mr. Shumin Wang disclaims beneficial ownership of these shares of the Issuer
held by ECSH Xianlv Limited except to the extent of his own pecuniary and economic interests therein.
(2) Calculated based on 5,671,762 Class A ordinary
shares issued and outstanding as of December 31, 2021 as provided by the Issuer.
1.
|
Names of Reporting Persons
Shanghai Xianlv Enterprise
Management Consulting Partnership (Limited Partnership)
|
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
PRC
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5.
|
Sole Voting Power
562,963 Class A ordinary shares(1)
|
6.
|
Shared Voting Power
0 Class A ordinary shares
|
7.
|
Sole Dispositive Power
562,963 Class A ordinary shares(1)
|
8.
|
Shared Dispositive Power
0 Class A ordinary shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
562,963 Class A ordinary shares(1)
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.93% (2)
|
12.
|
Type of Reporting Person
PN
|
(1) Represents (i) 450,370 Class A ordinary shares
and (ii) 112,593 Class A ordinary shares in the form of ADSs held by ECSH Xianlv Limited.
These 562,963 Class A ordinary shares are held for
the benefit of Shanghai Xianlv Enterprise Management Consulting Partnership (Limited Partnership), or Shanghai Xianlv. The general
partner of Shanghai Xianlv is Shanghai Yilian Equity Investment Management Partnership (Limited Partnership), or Shanghai Yilian. The
general partner of Shanghai Yilian is Shanghai Chenjun Investment Consulting Co. Ltd., or Shanghai Chenjun, whose designated executive
representative is Mr. Shumin Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, each of Shanghai Xianlv, Shanghai Yilian, Shanghai Chenjun and Mr. Shumin Wang may be deemed to beneficially own all of the
shares of the Issuer owned by ECSH Xianlv Limited. However, Mr. Shumin Wang disclaims beneficial ownership of these shares of the Issuer
held by ECSH Xianlv Limited except to the extent of his own pecuniary and economic interests therein.
(2) Calculated based on 5,671,762 Class A ordinary
shares issued and outstanding as of December 31, 2021 as provided by the Issuer.
1.
|
Names of Reporting Persons
Shanghai Yilian Equity Investment Management Partnership (Limited
Partnership)
|
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
PRC
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5.
|
Sole Voting Power
562,963 Class A ordinary shares(1)
|
6.
|
Shared Voting Power
0 Class A ordinary shares
|
7.
|
Sole Dispositive Power
562,963 Class A ordinary shares(1)
|
8.
|
Shared Dispositive Power
0 Class A ordinary shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
562,963 Class A ordinary shares(1)
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.93% (2)
|
12.
|
Type of Reporting Person
PN
|
(1) Represents (i) 450,370 Class A ordinary shares
and (ii) 112,593 Class A ordinary shares in the form of ADSs held by ECSH Xianlv Limited.
These 562,963 Class A ordinary shares are held for
the benefit of Shanghai Xianlv Enterprise Management Consulting Partnership (Limited Partnership), or Shanghai Xianlv. The general
partner of Shanghai Xianlv is Shanghai Yilian Equity Investment Management Partnership (Limited Partnership), or Shanghai Yilian. The
general partner of Shanghai Yilian is Shanghai Chenjun Investment Consulting Co. Ltd., or Shanghai Chenjun, whose designated executive
representative is Mr. Shumin Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, each of Shanghai Xianlv, Shanghai Yilian, Shanghai Chenjun and Mr. Shumin Wang may be deemed to beneficially own all of the
shares of the Issuer owned by ECSH Xianlv Limited. However, Mr. Shumin Wang disclaims beneficial ownership of these shares of the Issuer
held by ECSH Xianlv Limited except to the extent of his own pecuniary and economic interests therein.
(2) Calculated based on 5,671,762 Class A ordinary
shares issued and outstanding as of December 31, 2021 as provided by the Issuer.
1.
|
Names of Reporting Persons
Shanghai Chenjun Investment Consulting Co. Ltd.
|
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
PRC
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5.
|
Sole Voting Power
562,963 Class A ordinary shares(1)
|
6.
|
Shared Voting Power
0 Class A ordinary shares
|
7.
|
Sole Dispositive Power
562,963 Class A ordinary shares(1)
|
8.
|
Shared Dispositive Power
0 Class A ordinary shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
562,963 Class A ordinary shares(1)
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.93% (2)
|
12.
|
Type of Reporting Person
CO
|
(1) Represents (i) 450,370 Class A ordinary shares
and (ii) 112,593 Class A ordinary shares in the form of ADSs held by ECSH Xianlv Limited.
These 562,963 Class A ordinary shares are held for
the benefit of Shanghai Xianlv Enterprise Management Consulting Partnership (Limited Partnership), or Shanghai Xianlv. The general
partner of Shanghai Xianlv is Shanghai Yilian Equity Investment Management Partnership (Limited Partnership), or Shanghai Yilian. The
general partner of Shanghai Yilian is Shanghai Chenjun Investment Consulting Co. Ltd., or Shanghai Chenjun, whose designated executive
representative is Mr. Shumin Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, each of Shanghai Xianlv, Shanghai Yilian, Shanghai Chenjun and Mr. Shumin Wang may be deemed to beneficially own all of the
shares of the Issuer owned by ECSH Xianlv Limited. However, Mr. Shumin Wang disclaims beneficial ownership of these shares of the Issuer
held by ECSH Xianlv Limited except to the extent of his own pecuniary and economic interests therein.
(2) Calculated based on 5,671,762 Class A ordinary
shares issued and outstanding as of December 31, 2021 as provided by the Issuer.
1.
|
Names of Reporting Persons
Shumin Wang
|
2.
|
Check the Appropriate Box if a Member of a Group
|
(a) ☐
|
|
|
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
PRC
|
Number of Shares Beneficially Owned by Each Reporting Person With
|
5.
|
Sole Voting Power
562,963 Class A ordinary shares(1)
|
6.
|
Shared Voting Power
0 Class A ordinary shares
|
7.
|
Sole Dispositive Power
562,963 Class A ordinary shares(1)
|
8.
|
Shared Dispositive Power
0 Class A ordinary shares
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
562,963 Class A ordinary shares(1)
|
10.
|
Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares ☐
|
11.
|
Percent of Class Represented by Amount in Row (9)
9.93% (2)
|
12.
|
Type of Reporting Person
IN
|
(1) Represents (i) 450,370 Class A ordinary shares
and (ii) 112,593 Class A ordinary shares in the form of ADSs held by ECSH Xianlv Limited.
These 562,963 Class A ordinary shares are held for
the benefit of Shanghai Xianlv Enterprise Management Consulting Partnership (Limited Partnership), or Shanghai Xianlv. The general
partner of Shanghai Xianlv is Shanghai Yilian Equity Investment Management Partnership (Limited Partnership), or Shanghai Yilian. The
general partner of Shanghai Yilian is Shanghai Chenjun Investment Consulting Co. Ltd., or Shanghai Chenjun, whose designated executive
representative is Mr. Shumin Wang. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder, each of Shanghai Xianlv, Shanghai Yilian, Shanghai Chenjun and Mr. Shumin Wang may be deemed to beneficially own all of the
shares of the Issuer owned by ECSH Xianlv Limited. However, Mr. Shumin Wang disclaims beneficial ownership of these shares of the Issuer
held by ECSH Xianlv Limited except to the extent of his own pecuniary and economic interests therein.
(2) Calculated based on 5,671,762 Class A ordinary
shares issued and outstanding as of December 31, 2021 as provided by the Issuer.
|
Item 1(a).
|
Name of Issuer:
|
Onion Global Limited (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
No. 309
3-05 Huangpu Avenue Zhong, Tianhe District, Guangzhou City, Guangdong Province, People’s Republic of China.
|
Item 2(a).
|
Name of Person Filing:
|
This Schedule
13G is being jointly filed by the following reporting persons (each a “Reporting Person” and collectively, the “Reporting
Persons”):
|
(2)
|
Shanghai Xianlv Enterprise Management Consulting Partnership (Limited Partnership) (“Shanghai
Xianlv”)
|
|
(3)
|
Shanghai Yilian Equity Investment Management Partnership (Limited Partnership) (“Shanghai
Yilian”)
|
|
(4)
|
Shanghai Chenjun Investment Consulting Co. Ltd. (“Shanghai Chenjun”)
|
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
Room 2330-2338,
Central Plaza, No.381 Huaihai Road Middle, Shanghai
ECSH Xianlv
Limited – British Virgin Islands
Shanghai
Xianlv – PRC
Shanghai
Yilian – PRC
Shanghai
Chenjun – PRC
Shumin Wang
– PRC
|
Item 2(d).
|
Title of Class of Securities:
|
Class A ordinary shares, par value US$0.0001 per
share
There is no CUSIP number assigned to the Class
A ordinary shares. CUSIP number 68277G107 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which
are quoted on the New York Stock Exchange under the symbol “OG.” Each ten ADSs represent one Class A ordinary shares, par
value US$0.0001 per share (“Class A ordinary shares”)
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
|
Not applicable.
The information required by Items 4(a) - (c) is
set forth in Rows 5 - 11 of the cover page for each of the Reporting Person and is incorporated herein by reference.
|
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.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
Not applicable.
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, 2022
|
ECSH Xianlv Limited
|
|
|
|
|
|
By:
|
/s/ Shumin Wang
|
|
|
Name: Shumin Wang
Title: Director
|
|
|
|
|
|
|
|
Shanghai Yilian Equity Investment
Management Partnership (Limited Partnership)
As general partner of Shanghai
Xianlv Enterprise Management Consulting Partnership (Limited Partnership)
|
|
|
|
|
|
By:
|
/s/ Shumin Wang
|
|
|
Name: Shumin Wang
|
|
|
Title: Director
|
|
|
|
|
|
|
|
Shanghai Chenjun Investment
Consulting Co. Ltd.
As general partner of Shanghai
Yilian Equity Investment Management Partnership (Limited Partnership)
|
|
|
|
|
|
By:
|
/s/ Shumin Wang
|
|
|
Name: Shumin Wang
|
|
|
Title: Director
|
|
|
|
|
|
|
|
Shanghai Chenjun Investment
Consulting Co. Ltd.
|
|
|
|
|
|
By:
|
/s/ Shumin Wang
|
|
|
Name: Shumin Wang
|
|
|
Title: Director
|
|
|
|
|
|
|
|
Shumin Wang
|
|
|
|
|
|
By:
|
/s/ Shumin Wang
|
|
|
Name: Shumin Wang
|
|
|
|
Exhibit Index
Exhibit
|
Description
|
Exhibit A
|
Joint Filing Agreement dated, February 14, 2022, by and among ECSH Xianlv Limited, Shanghai Xianlv, Shanghai Yilan, Shanghai Chenjun and Shumin Wang
|