Sec Form 13G Filing - ZHANG Xi filing for META DATA LTD SPONSORED ADR NE (AIU) - 2020-02-07

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. G6S54G109

Page 2 of 7 pages

1

Name of Reporting Person
Xi Zhang

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
2,312,462,016. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
2,312,462,016. See Item 4.

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,312,462,016. See Item 4.

10

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

11

Percent of Class Represented by Amount in Row 9
35.7%. See Item 4.

12

Type of Reporting Person
IN

CUSIP No. G6S54G109

Page 3 of 7 pages

1

Name of Reporting Person
Happy Edu Inc.

2

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

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
2,296,842,016. See Item 4.

6

Shared Voting Power
0

7

Sole Dispositive Power
2,296,842,016. See Item 4.

8

Shared Dispositive Power
0

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,296,842,016. See Item 4.

10

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

11

Percent of Class Represented by Amount in Row 9
35.5%. See Item 4.

12

Type of Reporting Person
CO

CUSIP No. G6S54G109

Page 4 of 7 pages

Item 1(a).

Name of Issuer:
OneSmart International Education Group Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:
165 West Guangfu Road, Putuo District, Shanghai, People’s Republic of China

Item 2(a).

Name of Person Filing:
Xi Zhang and Happy Edu Inc. (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office or, if none, Residence:
The address of the Reporting Persons is 165 West Guangfu Road, Putuo District, Shanghai, People’s Republic of China.

Item 2(c)

Citizenship:
Xi Zhang is a citizen of the People’s Republic of China. Happy Edu Inc. is a British Virgin Islands company.

Item 2(d).

Title of Class of Securities:
Class A ordinary shares, par value $0.000001 per share

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 twenty votes per share on all matters submitted to them for a vote. Issuer’s Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of Issuer’s shareholders, except as may otherwise be required by law. Class B 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 B ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:
G6S54G109

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:

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 disp ose or 
to direct the 
disposition of:

Xi Zhang

2,312,462,016

(1)

35.7

%(3)

91.7

%(4)

2,312,462,016

(1)

0

2,312,462,016

(1)

0

Happy Edu Inc.

2,296,842,016

(2)

35.5

%(3)

91.7

%(4)

2,296,842,016

(2)

0

2,296,842,016

(2)

0

(1)

Represents (i) 15,620,000 Class A ordinary shares represented by American depositary shares beneficially held by Mr. Xi Zhang, and (ii) 2,296,842,016 Class B ordinary shares, beneficially owned by Happy Edu Inc., a British Virgin Islands company beneficially owned by Mr. Xi Zhang. Happy Edu Inc. is ultimately held by The Zhen Wei Family Trust, a trust established with the laws of British Virgin Islands and managed by Cantrust (Far East) Limited as the trustee. Under the terms of this trust, Mr. Xi Zhang has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Happy Edu Inc. in the Issuer. Mr. Xi Zhang is the sole director of Happy Edu Inc.

(2)

Represents 2,296,842,016 Class B ordinary shares, beneficially owned by Happy Edu Inc., a British Virgin Islands company beneficially owned by Mr. Xi Zhang.

(3)

The percentage of class of securities beneficially owned by each Reporting Person is based on (i) a total of 6,478,090,483 ordinary shares (being the sum of 4,181,248,467 Class A ordinary shares and 2,296,842,016 Class B ordinary shares) of the Issuer outstanding as of December 31, 2019, and (ii) the assumption that all outstanding Class B ordinary shares convert into the same number of Class A ordinary shares.

(4)

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 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 twenty votes per share on all matters submitted to them for a vote.

CUSIP No. G6S54G109

Page 5 of 7 pages

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:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

CUSIP No. G6S54G109

Page 6 of 7 pages

Exhibit No.

Description

99.1

Joint Filing Agreement (incorporated by reference to Exhibit A to Schedule 13G filed on February 14, 2019 by the reporting persons with the Securities and Exchange Commission)

CUSIP No. G6S54G109

Page 7 of 7 pages

Xi Zhang

/s/ Xi Zhang

Happy Edu Inc.

By:

/s/ Xi Zhang

Name:

Xi Zhang

Title:

Director