UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 2)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Under the Securities Exchange Act of 1934
| China Online Education Group |
| (Name of Issuer) |
| Class A Ordinary Shares, $0.0001 par value per share |
| (Title of Class of Securities) |
| 16954L105 |
| (CUSIP Number) |
| March 7, 2017 |
| (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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| CUSIP No. 16954L105 | 13G |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ariose Capital Management Limited |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
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| 3. |
SEC USE ONLY
|
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| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) | ||
| 6. |
SHARED VOTING POWER
0 | |||
| 7. |
SOLE DISPOSITIVE POWER
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) | |||
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) |
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| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
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| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.82% |
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| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 16954L105 | 13G |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ariose Capital Management |
|||
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
|||
| 3. |
SEC USE ONLY
|
|||
| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) | ||
| 6. |
SHARED VOTING POWER
0 | |||
| 7. |
SOLE DISPOSITIVE POWER
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) | |||
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) |
|||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
|||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.82% |
|||
| 12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| CUSIP No. 16954L105 | 13G |
| 1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Yi Xin |
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| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ¨ (b) ¨ |
|||
| 3. |
SEC USE ONLY
|
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| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION
China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) | ||
| 6. |
SHARED VOTING POWER
0 | |||
| 7. |
SOLE DISPOSITIVE POWER
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) | |||
| 8. |
SHARED DISPOSITIVE POWER
0 |
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,095 Class A Ordinary Shares, represented by 166,273 American Depositary Shares of the Issuer (each American Depositary Share represents 15 Class A Ordinary Shares) |
|||
| 10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨
|
|||
| 11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.82% |
|||
| 12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 16954L105 | 13G |
Item 1.
| (a) |
Name of Issuer
China Online Education Group | |
| (b) |
Address of Issuer’s Principal Executive Offices
6th Floor, Deshi Building North Shangdi Street Haidian District, Beijing 100085 China |
Item 2.
| (a) |
Name of Person Filing
Ariose Capital Management Limited (the "Adviser"), Ariose Capital Management (the "Manager") and Mr. Yi Xin. | |
| (b) |
Address of the Principal Office or, if none, residence
For the Adviser and Mr. Yi Xin:
Suite 504, ICBC Tower 3 Garden Road, Central Hong Kong
For the Manager:
c/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue, George Town Grand Cayman KY1-9005 Cayman Islands | |
| (c) |
Citizenship
The Adviser is a company incorporated under the laws of Hong Kong. The Manager is an exempted company incorporated with limited liability in the Cayman Islands. Mr. Yi Xin is a citizen of the People's Republic of China. | |
| (d) |
Title of Class of Securities
American Depository Shares convertible into Class A Ordinary Shares, $0.0001 par value per share | |
| (e) |
CUSIP Number
16954L105 |
Item 3. 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:
| (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); |
| CUSIP No. 16954L105 | 13G |
| (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) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 2,494,095 (the "Shares") | |||
| (b) | Percent of class: 4.82%* | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote 2,494,095 | |||
| (ii) | Shared power to vote or to direct the vote 0 | |||
| (iii) | Sole power to dispose or to direct the disposition of 2,494,095 | |||
| (iv) |
Shared power to dispose or to direct the disposition of 0
* The percentage is based upon 51,789,473 Class A Ordinary Shares of the Issuer outstanding as of the closing of its initial public offering, as described in the prospectus filed by the Issuer with the Securities and Exchange Commission on June 10, 2016. | |||
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 five percent of the class of securities, check the following x .
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Shares are owned directly by Ariose China Growth Fund (the "Private Fund") and a separately managed account (the "Separately Managed Account" and together with the Private Fund, the "Accounts") that are managed and advised by the Manager and the Adviser, respectively. The Private Fund owns 2,194,035 Shares and the Separately Managed Account owns 300,060 Shares. The Accounts have the right to receive dividends from, as well as the proceeds from the sale of, the Shares.
Each of the Manager and the Adviser may be deemed to be a beneficial owner under Rule 13d-3 of the United States Securities Exchange Act of 1934, as amended (the "1934 Act"), of the Shares held by the Accounts, as, in their respective capacities as manager and adviser of the Accounts, they have the power to vote and dispose of, or direct the voting and disposition of, the Shares.
With respect to the Accounts, the Manager has delegated certain of its investment functions, duties, powers and discretion to the Adviser; however, the Manager may still be deemed to beneficially own the Shares under Rule 13d-3 of the 1934 Act. The Adviser is wholly-owned by the Manager, which in turn is wholly-owned by Mr. Yi Xin. As the sole shareholder and director of the Manager, Mr. Yi Xin may be deemed to beneficially own the Shares under Rule 13d-3 of the 1934 Act.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not applicable.
| CUSIP No. 16954L105 | 13G |
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Exhibits Exhibit 99.1
Joint Filing Agreement dated March 10, 2017, by and among the Adviser, the Manager and Mr. Yi Xin.
| CUSIP No. 16954L105 | 13G |
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.
Date: March 10, 2017
| Ariose Capital Management Limited | ||
| By: | /s/ Yi Xin | |
| Name: | Yi Xin | |
| Title: | Director | |
| Ariose Capital Management | ||
| By: | /s/ Yi Xin | |
| Name: | Yi Xin | |
| Title: | Director | |
| /s/ Yi Xin | ||
| Yi Xin | ||
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the United States Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Ordinary Shares, 0.0001 par value per share, of China Online Education Group, an exempted company incorporated under the laws of the Cayman Islands, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 10, 2017.
| Ariose Capital Management Limited | ||
| By: | /s/ Yi Xin | |
| Name: | Yi Xin | |
| Title: | Director | |
| Ariose Capital Management | ||
| By: | /s/ Yi Xin | |
| Name: | Yi Xin | |
| Title: | Director | |
| /s/ Yi Xin | ||
| Yi Xin | ||