So-Young Announces Plan to Implement ADS Ratio Change

Rhea-AI Summary

So-Young International (Nasdaq: SY), China's leading aesthetic treatment platform, announced plans to modify its ADS ratio from 13 ADSs per 10 Class A ordinary shares to 1 ADS per 15 Class A ordinary shares. This change, effective June 30, 2025, will function similarly to a reverse ADS split. The company's Class A ordinary shares remain unaffected, and SY will continue trading on Nasdaq under the same symbol. The transition will occur automatically, with existing ADSs being cancelled and new ones issued. Fractional ADSs will be aggregated, sold, and proceeds distributed to holders. While the ADS price is expected to increase proportionally, the company provides no guarantees regarding post-change pricing.

Positive

• The ADS ratio change may help maintain compliance with Nasdaq's minimum bid price requirements
• The process will be automatic with no action required from ADS holders

Negative

• Fractional ADS holdings will be forcibly liquidated
• No guarantee that the ADS price will maintain its proportional value after the change
• The change effectively reduces the number of ADSs in circulation, which could impact trading liquidity

Insights

Financial Markets Specialist

So-Young's ADS ratio change effectively creates a reverse split, likely aiming to boost share price and maintain Nasdaq compliance.

So-Young International is implementing a significant change to its American Depositary Shares (ADS) structure, effectively executing what amounts to a reverse ADS split. The company is changing from thirteen ADSs representing ten Class A ordinary shares to just one ADS representing fifteen Class A ordinary shares.

This reconfiguration will substantially reduce the number of ADSs outstanding while increasing their individual trading price proportionally. The mathematics of this change works out to a 19.5:1 consolidation ratio (13/10 ÷ 1/15 = 19.5), meaning investors will hold approximately 95% fewer ADSs, but each should theoretically be worth 19.5 times more.

While the company doesn't explicitly state the motivation, reverse splits typically serve two primary purposes: maintaining exchange listing requirements and improving share price optics. Nasdaq has minimum bid price requirements of $1.00, and companies facing delisting often implement reverse splits to boost their trading price above this threshold.

The mechanics of this change include automatic cancellation of old ADSs and issuance of new ones, with fractional shares being sold and cash distributed to affected shareholders. Importantly, this is purely a technical adjustment that doesn't alter the company's fundamental value, market capitalization, or the underlying Class A ordinary shares structure.

Investors should be aware that while mathematically neutral, reverse splits sometimes carry negative market perception as they're often associated with struggling companies attempting to maintain listing requirements. However, without additional context about So-Young's current trading price and performance, this action alone doesn't definitively signal financial distress.

BEIJING, May 30, 2025 /PRNewswire/ -- So-Young International Inc. (Nasdaq: SY) ("So-Young" or the "Company"), the leading aesthetic treatment platform in China connecting consumers with online services and offline treatments, today announced that the Company plans to change the ratio of the American depositary shares ("ADSs") to its Class A ordinary shares from thirteen (13) ADSs representing ten (10) Class A ordinary shares to one (1) ADS representing fifteen (15) Class A ordinary shares.

For the Company's ADS holders, the change in the ADS ratio will result in an effect equivalent to a proportional reverse ADS split. There will be no change to the Company's Class A ordinary shares. The effect of the ratio change on the ADS trading price on Nasdaq is expected to take place at the open of trading on June 30, 2025 (U.S. Eastern Time). ADS holders of record on the effective date will not be required to take any action in connection with the ADS ratio change. The exchange of then-held (old) ADSs for new ADS will occur automatically with the then-held ADSs being cancelled and new ADSs being issued by the depositary bank, in each case as of the effective date for the ADS ratio change. The ADSs will continue to be traded on Nasdaq under the symbol "SY."

No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.

As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than a proportional price based on ADS price before the change.

About So-Young International Inc.

So-Young International Inc. (Nasdaq: SY) ("So-Young" or the "Company") is the leading aesthetic treatment platform in China connecting consumers with online services and offline treatments. The Company provides access to aesthetic treatments through its online platform and branded aesthetic centers, offering curated treatment information, facilitating online reservations, delivering high-quality treatments, and developing, producing and distributing optoelectronic medical equipment and injectable products. With its strong brand recognition, digital reach, affordable treatments and efficient supply chain, So-Young is well-positioned to serve its audience over the long term and grow along the medical aesthetic value chain.

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Statements that are not historical facts, including but not limited to statements about So-Young's beliefs and expectations, are forward-looking statements. Forward looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company's filings with the Securities and Exchange Commission. All information provided in this press release is as of the date of the press release, and So-Young undertakes no duty to update such information, except as required under applicable law.

For more information, please contact:

So-Young

Investor Relations
Ms. Mona Qiao
Phone: +86-10-8790-2012
E-mail: ir@soyoung.com 

Christensen

In China
Ms. Yang Song
Phone: +86-10-5900-1548
E-mail: yang.song@christensencomms.com 

In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: linda.bergkamp@christensencomms.com

View original content:https://www.prnewswire.com/news-releases/so-young-announces-plan-to-implement-ads-ratio-change-302469194.html

SOURCE So-Young International Inc.

FAQ

What is the new ADS ratio for So-Young (SY) stock?

The new ratio will be 1 ADS representing 15 Class A ordinary shares, changed from the previous ratio of 13 ADSs representing 10 Class A ordinary shares.

When will So-Young's (SY) ADS ratio change take effect?

The ADS ratio change will take effect at the open of trading on June 30, 2025 (U.S. Eastern Time).

Do So-Young (SY) shareholders need to take any action for the ADS ratio change?

No, ADS holders of record will not need to take any action. The exchange will occur automatically with existing ADSs being cancelled and new ADSs being issued.

What happens to fractional ADSs in So-Young's (SY) ratio change?

Fractional ADSs will be aggregated and sold by the depositary bank, with net cash proceeds distributed to applicable ADS holders.

Will So-Young's (SY) stock symbol change after the ADS ratio modification?

No, the ADSs will continue to be traded on Nasdaq under the symbol 'SY'.