Sec Form 13G Filing - Shunwei China Internet Fund L.P. @ 51Talk Online Education Group

Sec Form 13G Filing - Shunwei China Internet Fund L.P. filing for 51Talk Online Education Group (COE) - 2022-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)*

China Online Education Group

(Name of Issuer)

Class A ordinary shares, par value of $0.0001 per share

(Title of Class of Securities)

16954L 105

(CUSIP Number)

December 31, 2021

(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 the disclosures provided in a prior cover page.

The information required in 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)	Represents (i) 6,577,815 Class A ordinary shares (represented by 438,521 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands.

(2)

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. 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 a 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. The beneficial ownership percentage is calculated based on 322,564,674 ordinary shares outstanding as of February 28, 2021, comprising (i) 192,877,508 Class A ordinary shares, and (ii) 129,687,166 Class B ordinary shares, as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 7, 2021.

(3)	Represents (i) 6,577,815 Class A ordinary shares (represented by 438,521 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P.

(4)

(5)

Represents (i) 6,577,815 Class A ordinary shares (represented by 438,521 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P., whose general partner is Shunwei Capital Partners GP, L.P.

(6)

(7)

(8)

(9)

Represents (i) (i) 6,577,815 Class A ordinary shares (represented by 438,521 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P., whose general partner is Shunwei Capital Partners GP, L.P., whose general partner in turn, is Shunwei Capital Partners GP Limited. Shunwei Capital Partners GP Limited is controlled by Mr. Tuck Lye Koh.

(10)

Item 1(a).

Name of Issuer:

China Online Education Group (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

6th Floor Deshi Building North,

Shangdi Street, Haidian District

Beijing 100085, People’s Republic of China

Item 2(a).

Name of Person Filing:

i. Shunwei Technology Limited;

ii. Shunwei China Internet Fund, L.P.;

iii. Shunwei Capital Partners GP, L.P.;

iv. Shunwei Capital Partners GP Limited; and

v. Tuck Lye Koh (collectively, the “Reporting Persons”).

Item 2(b).

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

For Shunwei Technology Limited

Vistra Corporate Services Center,

Wickhams Cay II, Road Town, Tortola, VG 1110,

British Virgin Islands

For Shunwei China Internet Fund, L.P.

Walker House

87 Mary Street

George Town, Grand Cayman KY1-9005

Cayman Islands

For Shunwei Capital Partners GP, L.P.

Walker House

87 Mary Street

George Town, Grand Cayman KY1-9005

Cayman Islands

For Shunwei Capital Partners GP Limited

Walker House

87 Mary Street

George Town, Grand Cayman KY1-9005

Cayman Islands

For Mr. Tuck Lye Koh

32D Watten Rise, Singapore 286651

Item 2(c)

Citizenship:

Shunwei Technology Limited – British Virgin Islands

Shunwei China Internet Fund, L.P. – Cayman Islands

Shunwei Capital Partners GP, L.P. – Cayman Islands

Shunwei Capital Partners GP Limited – Cayman Islands

Tuck Lye Koh – Singapore

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value of $0.0001 per share. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.

Item 2(e).

CUSIP Number:

16954L 105

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:

The following information with respect to the ownership of the ordinary shares, par value of $0.0001 per share, of the Issuer by each of the Reporting Persons is provided as of December 31, 2021:


Reporting Person	Amount beneficially owned:		Percent of class:			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:		Percentage of aggregate voting power
Shunwei Technology Limited		6,577,823		2.0	%		6,577,823		—		6,577,823		—		0.4	%
Shunwei China Internet Fund, L.P.		6,577,823		2.0	%		6,577,823		—		6,577,823		—		0.4	%
Shunwei Capital Partners GP, L.P.		6,577,823		2.0	%		6,577,823		—		6,577,823		—		0.4	%
Shunwei Capital Partners GP Limited		6,577,823		2.0	%		6,577,823		—		6,577,823		—		0.4	%
Tuck Lye Koh		6,577,823		2.0	%		6,577,823		—		6,577,823		—		0.4	%

As of December 31, 2021, 6,577,815 Class A ordinary shares and eight Class B ordinary shares were directly held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P., whose general partner is Shunwei Capital Partners GP, L.P., whose general partner in turn, is Shunwei Capital Partners GP Limited. Shunwei Capital Partners GP Limited is controlled by Mr. Tuck Lye Koh.

The beneficial ownership percentage sets forth above is calculated based on 322,564,674 ordinary shares outstanding as of February 28, 2021, comprising (i) 192,877,508 Class A ordinary shares, and (ii) 129,687,166 Class B ordinary shares, as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 7, 2021.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

This filing constitutes an exit filing as each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.

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

LIST OF EXHIBITS


Exhibit No.		Description

99.1*		Joint Filing Agreement by and among the Reporting Persons as Exhibit 99.1 to the Schedule 13G filed with the U.S. Securities and Exchange Commission on February 1, 2019.

*	Previously filed

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.

[Signature Page to Schedule 13G]


Dated: February 14, 2022

Shunwei Technology Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Shunwei China Internet Fund, L.P.	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Authorized Representative

Shunwei Capital Partners GP, L.P.	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Authorized Representative

Shunwei Capital Partners GP Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Tuck Lye Koh		/s/ Tuck Lye Koh

Names of Reporting Persons

Shunwei Technology Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands