Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 6:17AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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China Online Education Group
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(Name of Issuer)
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Class A ordinary shares, par value $0.0001
per share
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(Title of Class of Securities)
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16954L105
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(CUSIP Number)
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December 31, 2017
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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¨
Rule 13d-1(b)
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¨
Rule 13d-1(c)
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x
Rule 13d-1(d)
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* 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).
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1
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NAMES OF REPORTING PERSONS
YY Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
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(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
25,382,985 ordinary shares
(1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
25,382,985 ordinary shares
(1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,382,985 ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
(2)
(assuming conversion of all outstanding Class
B ordinary shares into the same number of Class A ordinary shares)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Represents (i) 19,431,174 Class B ordinary shares
and 3,750,000 Class A ordinary shares in the form of American depositary shares
(the “ADSs”) held
by Duowan Entertainment Corporation, and (ii) 2,201,811 Class B ordinary
shares held by Engage Capital Partners I, L.P. The general partner of Engage Capital
Partners I, L.P. is Engage Capital Partners I GP Limited, in which Duowan Entertainment
Corporation. holds 93.5% equity interests. Duowan Entertainment
Corporation is wholly owned by YY Inc.
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(2)
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Based on 71,489,723 Class A ordinary
shares and 229,343,401 Class B ordinary shares outstanding as of February 28, 2017, as
described in the Form 20-F filed by the Issuer with the United States Securities and
Exchange Commission (the “SEC”) on April 25, 2017. Each Class B ordinary
share is convertible into one Class A ordinary share at any time by the holder thereof.
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1
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NAMES OF REPORTING PERSONS
Duowan Entertainment Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(b)
¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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5
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SOLE VOTING POWER
25,382,985 ordinary shares
(1)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
25,382,985 ordinary shares
(1)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,382,985 ordinary shares
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%
(2)
(assuming conversion of all outstanding Class
B ordinary shares into the same number of Class A ordinary shares)
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12
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TYPE OF REPORTING PERSON
CO
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(1)
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Represents (i) 19,431,174 Class B ordinary shares
and 3,750,000 Class A ordinary shares in the form of ADSs held by the reporting
person, and (ii) 2,201,811 Class B ordinary shares held by Engage Capital
Partners I, L.P. The general partner of Engage Capital Partners I, L.P. is Engage
Capital Partners I GP Limited, in which the reporting person holds 93.5% equity interests.
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(2)
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Based on 71,489,723 Class A ordinary
shares and 229,343,401 Class B ordinary shares outstanding as of February 28, 2017, as
described in the Form 20-F filed by the Issuer with the SEC on April 25, 2017. Each Class
B ordinary share is convertible into one Class A ordinary share at any time by the holder
thereof. .
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ITEM 1(a).
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NAME OF ISSUER
:
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China Online Education Group (the “Issuer”)
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ITEM 1(b).
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
:
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6
th
Floor, Deshi Building North
Shangdi Street
Haidian District, Beijing 100085
The People's Republic of China
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ITEM 2(a).
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NAME OF PERSON FILING
:
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(ii)
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Duowan Entertainment Corporation
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ITEM 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE
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YY Inc.
Building B-1, North Block of Wanda Plaza
No. 79 Wanbo Er Road, Nancun Town
Panyu District, Guangzhou 511442
The People’s Republic of China
Duowan Entertainment Corporation
c/o YY Inc.
Building B-1, North Block of Wanda Plaza
No. 79 Wanbo Er Road, Nancun Town
Panyu District, Guangzhou 511442
The People’s Republic of China
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(i)
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YY Inc.—Cayman Islands
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(ii)
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Duowan Entertainment Corporation—British Virgin Islands
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ITEM 2(d).
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TITLE OF CLASS OF SECURITIES
:
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Class A ordinary shares. Each Class B ordinary share
held by each reporting person is convertible into one Class A ordinary share at any time by the holder thereof.
16954L105
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ITEM 3.
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IF THIS STATEMENT
IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
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Not applicable.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
The following information with respect to the ownership
of the ordinary shares of the Issuer by the reporting persons is provided as of December 31, 2017. The information below is prepared
based on the Issuer having a total of 71,489,723 Class A ordinary shares and 229,343,401 Class B ordinary shares outstanding as
of February 28, 2017, as described in the Form 20-F filed by the Issuer with the SEC on April 25, 2017. Each Class B ordinary share
is convertible into one Class A ordinary share at any time by the holder thereof. For each reporting person, percentage of voting
power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of all the outstanding
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.
YY Inc.
(a) Amount beneficially owned: 21,632,985 Class B
ordinary shares and 3,750,000 Class A ordinary shares in the form of ADSs
(b) Percentage of class: (i) 9.4% of the total outstanding
Class B ordinary shares; (ii) 8.4% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares
into the same number of Class A ordinary shares; and (iii) 9.3% of the aggregate voting power of all the outstanding Class A ordinary
shares and Class B ordinary shares as a single class.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to
direct the vote: 25,382,985 ordinary shares.
(ii) Shared power to vote or
to direct the vote: 0
(iii) Sole power to dispose or
to direct the disposition of: 25,382,985 ordinary shares.
(iv) Shared power to dispose
or to direct the disposition of: 0
Duowan Entertainment Corporation
(a) Amount beneficially owned: 21,632,985 Class B
ordinary shares and 3,750,000 Class A ordinary shares in the form of ADSs
(b) Percentage of class: (i) 9.4% of the total outstanding
Class B ordinary shares; (ii) 8.4% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares
into the same number of Class A ordinary shares; and (iii) 9.3% of the aggregate voting power of all the outstanding Class A ordinary
shares and Class B ordinary shares as a single class..
(c) Number of shares as to which the person has:
(i) Sole power to vote or to
direct the vote: 25,382,985 ordinary shares.
(ii) Shared power to vote or
to direct the vote: 0
(iii) Sole power to dispose or
to direct the disposition of: 25,382,985 ordinary shares.
(iv) Shared power to dispose or to direct
the disposition of: 0
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ITEM 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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Not applicable
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ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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Not applicable
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ITEM 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON
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Not applicable
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ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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Not applicable
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ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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Not applicable
Not applicable
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: February 13, 2018
YY Inc.
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By:
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/s/ David Xueling Li
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Name:
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David Xueling Li
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Title:
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Chairman of the Board of Directors
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Duowan Entertainment Corporation
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By:
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/s/ David Xueling Li
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Name:
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David Xueling Li
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Title:
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Director
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LIST OF EXHIBITS
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Exhibit No.
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Description
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99.1
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Joint Filing Agreement
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