0001104659-18-004851.txt : 20180130 0001104659-18-004851.hdr.sgml : 20180130 20180130061638 ACCESSION NUMBER: 0001104659-18-004851 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180130 DATE AS OF CHANGE: 20180130 GROUP MEMBERS: DASHENG INTERNATIONAL HOLDINGS LTD GROUP MEMBERS: DASHENG ONLINE LTD GROUP MEMBERS: JACK JIAJIA HUANG GROUP MEMBERS: TB FAMILY TRUST GROUP MEMBERS: TING SHU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Online Education Group CENTRAL INDEX KEY: 0001659494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EDUCATIONAL SERVICES [8200] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89546 FILM NUMBER: 18557429 BUSINESS ADDRESS: STREET 1: 6TH FLOOR DESHI BUILDING SOUTH STREET 2: SHANGDI STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100085 BUSINESS PHONE: 8610-56928909 MAIL ADDRESS: STREET 1: 6TH FLOOR DESHI BUILDING SOUTH STREET 2: SHANGDI STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100085 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dasheng Global Ltd CENTRAL INDEX KEY: 0001698047 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 6TH FLOOR DESHI BUILDING NORTH STREET 2: SHANGDI STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100085 BUSINESS PHONE: 861056928909 MAIL ADDRESS: STREET 1: 6TH FLOOR DESHI BUILDING NORTH STREET 2: SHANGDI STREET, HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100085 SC 13G/A 1 a18-3921_1sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(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 13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

 

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, 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:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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

Names of Reporting Persons
Jack Jiajia Huang

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

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
0

6

Shared Voting Power
59,248,077
(1) See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
59,248,077
(1) See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,248,077
(1) 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)
19.6%. The voting power of the shares beneficially owned represents 24.7%
(2) of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person

IN

 


(1) Represents (i) 40,890,321 Class B ordinary shares held by Dasheng Global Limited, (ii) 17,524,423 Class B ordinary shares held by Dasheng Online Limited, and (iii) 833,333 Class A ordinary shares issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017.

 

(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 holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2017 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2017). 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.

 

2



 

 

1

Names of Reporting Persons
Ting Shu

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

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
0

6

Shared Voting Power
59,248,077
(1) See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
59,248,077
(1) See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,248,077
(1) 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)
19.6%. The voting power of the shares beneficially owned represents 24.7%
(2) of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
IN

 


(1) Represents (i) 40,890,321 Class B ordinary shares held by Dasheng Global Limited, (ii) 17,524,423 Class B ordinary shares held by Dasheng Online Limited, and (iii) 833,333 Class A ordinary shares issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017.

 

(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 holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2017 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2017). 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.

 

3



 

 

1

Names of Reporting Persons
Dasheng Global Limited

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

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
0

6

Shared Voting Power
41,723,654
(1) See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
41,723,654
(1) See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
41,723,654
(1) 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)
13.8%. The voting power of the shares beneficially owned represents 17.3%
(2) of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
CO

 


(1) Represents (i) 40,890,321 Class B ordinary shares held by Dasheng Global Limited and (ii) 833,333 Class A ordinary shares issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017.

 

(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 holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2017 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2017). 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.

 

4



 

 

1

Names of Reporting Persons
Dasheng Online Limited

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

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
0

6

Shared Voting Power
17,524,423
(1) See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
17,524,423
(1) See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,524,423
(1) 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)
5.8%. The voting power of the shares beneficially owned represents 7.4%
(2) of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
CO

 


(1) Represents 17,524,423 Class B ordinary shares held by Dasheng Online Limited.

 

(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 holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2017 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2017). 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.

 

5



 

 

1

Names of Reporting Persons
Dasheng International Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

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
0

6

Shared Voting Power
59,248,077
(1) See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
59,248,077
(1) See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,248,077
(1) 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)
19.6%. The voting power of the shares beneficially owned represents 24.7%
(2) of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
CO

 


(1) Represents (i) 40,890,321 Class B ordinary shares held by Dasheng Global Limited, (ii) 17,524,423 Class B ordinary shares held by Dasheng Online Limited and (iii) 833,333 Class A ordinary shares issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017.

 

(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 holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2017 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2017). 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.

 

6



 

 

1

Names of Reporting Persons
TB Family Trust

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

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
0

6

Shared Voting Power
59,248,077
(1) See Item 4.

7

Sole Dispositive Power
0

8

Shared Dispositive Power
59,248,077
(1) See Item 4.

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
59,248,077
(1) 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)
19.6%. The voting power of the shares beneficially owned represents 24.7%
(2) of the total outstanding voting power. See Item 4.

 

12

Type of Reporting Person
OO

 


(1) Represents (i) 40,890,321 Class B ordinary shares held by Dasheng Global Limited, (ii) 17,524,423 Class B ordinary shares held by Dasheng Online Limited and (iii) 833,333 Class A ordinary shares issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017.

 

(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 holders of Class A ordinary shares and Class B ordinary shares as a single class as of February 28, 2017 (taking into account the number of shares that the Reporting Person had the right to acquire upon exercise of options that shall have become vested by 60 days after December 31, 2017). 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.

 

7



 

Item 1(a).

 

Name of Issuer:
China Online Education Group

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)    Jack Jiajia Huang;

 

(ii)   Ting Shu;

 

(iii)  Dasheng Global Limited;

 

(iv)  Dasheng Online Limited;

 

(v)   Dasheng International Holdings Limited; and

 

(vi)  TB Family Trust

Item 2(b).

 

Address of Principal Business Office, or, if none, Residence:
The address of the principal business office of each of the reporting persons is:

 

6th Floor Deshi Building North,

Shangdi Street, Haidian District

Beijing 100085, People’s Republic of China

Item 2(c).

 

Citizenship:
(i)    Jack Jiajia Huang - People’s Republic of China;

 

(ii)   Ting Shu - People’s Republic of China;

 

(iii)  Dasheng Global Limited — British Virgin Islands;

 

(iv)  Dasheng Online Limited — British Virgin Islands;

 

(v)   Dasheng International Holdings Limited — British Virgin Islands; and

 

(vi)  TB Family Trust — Cayman Islands

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 No.:
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

 

8



 

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, 2017:

 

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

 

Jack Jiajia Huang

 

59,248,077

 

19.6

%

 

59,248,077

 

 

59,248,077

 

24.7

%

Ting Shu

 

59,248,077

 

19.6

%

 

59,248,077

 

 

59,248,077

 

24.7

%

Dasheng Global Limited

 

41,723,654

 

13.8

%

 

41,723,654

 

 

41,723,654

 

17.3

%

Dasheng Online Limited

 

17,524,423

 

5.8

%

 

17,524,423

 

 

17,524,423

 

7.4

%

Dasheng International Holdings Limited

 

59,248,077

 

19.6

%

 

59,248,077

 

 

59,248,077

 

24.7

%

TB Family Trust

 

59,248,077

 

19.6

%

 

59,248,077

 

 

59,248,077

 

24.7

%

 

Dasheng Global Limited, a British Virgin Islands company, is the record owner (the “Dasheng Global”) of (i) 40,890,321 Class B ordinary shares of the Issuer and (ii) 833,333 Class A ordinary shares of the Issuer issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017. Mr. Jack Jiajia Huang is the sole director of Dasheng Global.

 

Dasheng Online Limited, a British Virgin Islands company, is the record owner (the “Dasheng Online”) of 17,524,423 Class B ordinary shares of the Issuer. Ms. Ting Shu is the sole director of Dasheng Online.

 

Each of Dasheng Global and Dasheng Online is wholly beneficially owned by Dasheng International Holdings Limited (“Dasheng Holdings”), which is in turn, wholly owned by TB Family Trust (the “Trust”), for which TMF (Cayman) Ltd. acts as the trustee (the “Trustee”). S.B. Vanwall Ltd. is the sole director of Dasheng Holdings appointed by the Trustee. The settlors of the Trust are Mr. Huang and Ms. Shu. Mr. Huang, Ms. Shu and their family members are beneficiaries under the Trust. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Dasheng Holdings, the Trust, the Trustee, Mr. Huang and Ms. Shu may be deemed to be a group, and each member of such group may be deemed to beneficially own all of the ordinary shares beneficially owned by other members constituting such group. However, each of Dasheng Holdings, the Trust, Mr. Huang and Ms. Shu disclaims beneficial ownership of any shares beneficially owned by the Trustee other than the abovementioned (i) 40,890,321 Class B ordinary shares of the Issuer and (ii) 833,333 Class A ordinary shares of the Issuer issuable to Jack Jiajia Huang upon exercise of options within 60 days after December 31, 2017, held by Dasheng Global and (iii) 17,524,423 Class B ordinary shares of the Issuer held by Dasheng Online. All shares are beneficially owned by the Trustee solely in its capacity as trustee of the Trust. Accordingly, the Trustee, solely in its capacity as trustee of the Trust, may be deemed to beneficially own all ordinary shares of the Issuer that are beneficially owned by the Trust. However, the Trustee disclaims beneficial ownership of all ordinary shares of the Issuer.

 

The percentage of the class of securities beneficially owned by each reporting person is based on 300,833,124 outstanding ordinary shares as a single class, being the sum of 71,489,723 Class A ordinary Shares and 229,343,401 Class B ordinary shares of the Issuer outstanding as of February 28, 2017, assuming conversion of all Class B ordinary shares into Class A ordinary shares, and excluding the 2,552,520 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of American depositary shares reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plan.

 

Percentage of aggregate voting power represents voting power of all ordinary shares held by each Reporting Person with respect to all outstanding shares of the Issuer’s Class A and Class B ordinary shares on an as-converted basis. Each holder of the Issuer’s Class A ordinary shares is entitled to one vote per share. Each holder of the Issuer’s Class B ordinary shares is entitled to ten votes per share.

 

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 Control 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

 

9



 

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.

 

Dated: January 30, 2018

 

 

 

Jack Jiajia Huang

/s/ Jack Jiajia Huang

 

 

 

 

Ting Shu

/s/ Ting Shu

 

 

 

 

Dasheng Global Limited

By:

/s/ Jack Jiajia Huang

 

Name:

Jack Jiajia Huang

 

Title:

Director

 

 

 

 

 

 

Dasheng Online Limited

By:

/s/ Ting Shu

 

Name:

Ting Shu

 

Title:

Director

 

 

 

 

 

 

Dasheng International Holdings Limited

By:

/s/ S.B. Vanwall Ltd.

 

Name:

S.B. Vanwall Ltd.

 

Title:

Director

 

 

 

 

 

 

TB Family Trust

By:

/s/ TMF (Cayman) Ltd.

 

Name:

TMF (Cayman) Ltd.

 

Title:

Trustee

 

[Signature Page to Schedule 13G]

 

10



 

LIST OF EXHIBITS

 

Exhibit 99.1 — Joint Filing Agreement

 

11


EX-99.1 2 a18-3921_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of China Online Education Group, a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page to follow]

 



 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 30, 2018.

 

Jack Jiajia Huang

/s/ Jack Jiajia Huang

 

 

 

 

 

 

Ting Shu

/s/ Ting Shu

 

 

 

 

 

 

Dasheng Global Limited

By:

/s/ Jack Jiajia Huang

 

Name:

Jack Jiajia Huang

 

Title:

Director

 

 

 

 

 

 

Dasheng Online Limited

By:

/s/ Ting Shu

 

Name:

Ting Shu

 

Title:

Director

 

 

 

 

 

 

Dasheng International Holdings Limited

By:

/s/ S.B. Vanwall Ltd.

 

Name:

S.B. Vanwall Ltd.

 

Title:

Director

 

 

 

 

 

 

TB Family Trust

By:

/s/ TMF (Cayman) Ltd.

 

Name:

TMF (Cayman) Ltd.

 

Title:

Trustee

 

[Signature Page to Joint Filing Agreement]