SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. 00138L 108

Page 1 of 5

1

Name of Reporting Person

Kerry Xuefeng Chen 

2

Check the Appropriate Box if a Member of a Group

(a)

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(b)

☐

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

15,730,369

6

Shared Voting Power

0 

7

Sole Dispositive Power

15,730,369

8

Shared Dispositive Power

0 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

15,730,369

10

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

11

Percent of Class Represented by Amount in Row 9

10.1% ⁽¹⁾ 

12

Type of Reporting Person
IN

(1)

Calculated based on a total of 150,943,816 outstanding ordinary shares (excluding 8,437,683 Class A ordinary shares issued to depositary bank for the purpose of bulk issuance) as of December 31, 2021.  

CUSIP No. 00138L 108

Page 2 of 5

1

Name of Reporting Person

C&XF Group 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

11,287,336

6

Shared Voting Power

0

7

Sole Dispositive Power

11,287,336

8

Shared Dispositive Power

0 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,287,336

10

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

11

Percent of Class Represented by Amount in Row 9

7.5% ⁽²⁾  

12

Type of Reporting Person
CO

(2)

Calculated based on a total of 150,943,816 outstanding ordinary shares (excluding 8,437,683 Class A ordinary shares issued to depositary bank for the purpose of bulk issuance) as of December 31, 2021.

CUSIP No. 00138L 108

Page 3 of 5

Item 1(a).

Name of Issuer:
ATRenew Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
12th Floor, No. 6 Building, 433 Songhu Road, Shanghai, the People’s Republic of China

Item 2(a).

Name of Person Filing:
Kerry Xuefeng Chen and C&XF Group Limited (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the Reporting Persons is c/o 12th Floor, No. 6 Building, 433 Songhu Road, Shanghai, the People’s Republic of China

Item 2(c)

Citizenship:
Kerry Xuefeng Chen is a citizen of the People Republic of China. C&XF Group Limited is a British Virgin Islands company solely owned by Kerry Xuefeng Chen.

Item 2(d).

Title of Class of Securities:
Ordinary shares, $0.001 par value per share

The Issuer’s ordinary shares consist of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, each holder of Class B ordinary shares is entitled to three votes per share and each holder of Class C ordinary shares is entitled to fifteen votes per share on all matters submitted to them for vote. Class B ordinary shares and Class C 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 either Class B ordinary shares or Class C ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:
00138L 108

This CUSIP number applies to the American depositary shares of the Issuer. Every three ADSs represent two Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

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:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) [ ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

CUSIP No. 00138L 108

Page 4 of 5

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:

Kerry Xuefeng Chen

15,730,369 ⁽¹⁾

10.1%⁽²⁾

42.6% ⁽³⁾

15,730,369 ⁽¹⁾

0

15,730,369 ⁽¹⁾

0

C&XF Group Limited

11,287,336 ⁽⁴⁾

7.5%⁽²⁾

42.0% ⁽³⁾

11,287,336 ⁽⁴⁾

0

11,287,336 ⁽⁴⁾

0

(1)

Represents (i) 4,443,033 Class A ordinary shares Mr. Kerry Xuefeng Chen has the right to acquire within 60 days after December 31, 2021, and (ii) 11,287,336 Class C ordinary shares held by C&XF Group Limited, a limited liability company incorporated under the laws of the British Virgin Islands. Mr. Kerry Xuefeng Chen is the sole shareholder and the sole director of C&XF Group Limited. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class C ordinary shares is entitled to fifteen votes per share on all matters submitted to them for vote. Class C 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 C ordinary shares under any circumstances.

(2)

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 150,943,816 outstanding ordinary shares (excluding 8,437,683 Class A ordinary shares issued to depositary bank for the purpose of bulk issuance) of the Issuer outstanding as of December 31, 2021 (being the sum of 92,416,377 Class A ordinary shares, 47,240,103 Class B ordinary shares and 11,287,336 Class C ordinary shares).  

(3)

For each Reporting Person, percentage of aggregate voting power is calculated by dividing the voting power beneficially owned by such Reporting Person by the voting power of all of the issuer’s Class A, Class B and Class C ordinary shares as a single class. Each holder of Class A ordinary shares is entitled to one vote per share, each holder of Class B ordinary shares is entitled to three votes per share, and each holder of Class C ordinary shares is entitled to fifteen votes per share on all matters submitted to them for vote. Class B ordinary shares and Class C 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 either Class B ordinary shares or Class C ordinary shares under any circumstances.

(4)

Represents 11,287,336 Class C ordinary shares directly held by C&XF Group Limited. Class C 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 C ordinary shares under any circumstances.

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:

CUSIP No. 00138L 108

Page 5 of 5

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

Exhibit No.

Description

A

Joint Filing Agreement