Sec Form 13G Filing - Temasek Holdings (Private) Ltd filing for 17 Education & Technology Group Inc. (YQ) - 2022-02-14

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 the disclosures provided in a prior cover page.

CUSIP number of the Issuer’s American depositary shares (“ADSs”). One ADS represents 10 Class A ordinary shares of the Issuer.

NAMES OF REPORTING PERSONS

Temasek Holdings (Private) Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

47,797,502

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

47,797,502

AGGREGATE AMOUNT BENEFICIALLY OWNED B Y EACH REPORTING PERSON

47,797,502

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.9%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC

Based on 438,169,355 Class A ordinary shares outstanding, calculated by deducting 58,453,168 Class B ordinary shares outstanding as of February 28, 2021 (as set forth in the Issuer’s (as defined herein) annual report on Form 20-F filed with the Securities and Exchange Commission (the “Commission”) on April 9, 2021) from the 496,622,523 ordinary shares (including both Class A ordinary shares and Class B ordinary shares) issued and outstanding as of September 30, 2021 (as set forth in the Issuer’s current report on Form 6-K furnished to the Commission on January 18, 2022.

NAMES OF REPORTING PERSONS

Tembusu Capital Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

44,100,592

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

44,100,592

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,100,592

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.1%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

HC

Based on 438,169,355 Class A ordinary shares outstanding, calculated by deducting 58,453,168 Class 0;B ordinary shares outstanding as of February 28, 2021 (as set forth in the Issuer’s annual report on Form 20-F filed with the Commission on April 9, 2021) from the 496,622,523 ordinary shares (including both Class A ordinary shares and Class B ordinary shares) issued and outstanding as of September 30, 2021 (as set forth in the Issuer’s current report on Form 6-K furnished to the Commission on January 18, 2022.

NAMES OF REPORTING PERSONS

Esta Investments Pte. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Republic of Singapore

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH:

SOLE VOTING POWER

0

SHARED VOTING POWER

44,100,592

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

44,100,592

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

44,100,592

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

10.1%⁽¹⁾

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

CO

Based on 438,169,355 Class A ordinary shares outstanding, calculated by deducting 58,453,168 Class B ordinary shares outstanding as of February 28, 2021 (as set forth in the Issuer’s annual report on Form 20-F filed with the Commission on April 9, 2021) from the 496,622,523 ordinary shares (including both Class A ordinary shares and Class B ordinary shares) issued and outstanding as of September 30, 2021 (as set forth in the Issuer’s current report on Form 6-K furnished to the Commission on January 18, 2022.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Temasek Holdings (Private) Limited (“Temasek”);

Tembusu Capital Pte. Ltd. (“Tembusu”); and

Esta Investments Pte. Ltd. (“Esta” and, together with Temasek and Tembusu, the “Reporting Persons”)

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

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to 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:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

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

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.

/s/ Jason Norman Lee

/s/ Gregory Tan

/s/ Yap Zhi Liang

Exhibit No.

Description