Statement of Ownership (sc 13g)
February 11 2022 - 6:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No. )*
First High-School Education
Group Co., Ltd.
(Name
of Issuer)
Class A Ordinary Shares,
par value of $0.00001 per share
(Title of Class of Securities)
320505100**
(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:
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*
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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.
|
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**
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CUSIP number 320505100
has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which
are quoted on the New York Stock Exchange under the symbol “FHS.” Each ADS represents
three Class A ordinary shares.
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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).
SCHEDULE 13G
1.
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Names of Reporting Persons.
Long-Spring Education International Limited
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2.
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Check the Appropriate Box if a Member of
a Group (See Instructions).
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(a) o (b) o
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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
0
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6.
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Shared Voting Power
4,770,250 ordinary shares(1) (See Item 4)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,770,250 ordinary shares(1) (See Item 4)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,770,250 ordinary shares(1) (See Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
5.5% (assuming conversion of all outstanding Class B ordinary
shares into the same number of Class A ordinary shares) (See Item 4)
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12.
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Type of Reporting Person (See Instructions)
CO
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(1)
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Represents 4,770,250 Class A ordinary shares held by Long-Spring
Education International Limited, a British Virgin Islands company wholly owned by certain
non-management employees of the issuer, including (a) 4,330,990 Class A ordinary shares held
by Minglin Wu, (b) 399,330 Class A ordinary shares held by Kang Su, (c) 29,950 Class A ordinary
shares held by Xiaoli Li, and (d) 9,980 Class A ordinary shares held by Qiong Wang.
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SCHEDULE 13G
1.
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Names of Reporting Persons.
Minglin Wu
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2.
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Check the Appropriate Box if a Member of
a Group (See Instructions).
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(a) ☒ (b) o
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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
People’s Republic of China
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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
0
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6.
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Shared Voting Power
4,470,760 ordinary shares(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
4,470,760 ordinary shares(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,470,760 ordinary shares(1) (See Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
5.1% (assuming conversion of all outstanding Class B ordinary
shares into the same number of Class A ordinary shares) (See Item 4)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1)
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Represents (a) 4,330,990 Class A ordinary shares held through
Long-Spring Education International Limited, and (b) 139,770 Class A ordinary shares held through Long-Spring Education Technology Limited,
a British Virgin Islands company wholly owned by certain non-management employees of the issuer.
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Item 1(a).
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Name of Issuer:
First High-School Education Group Co., Ltd.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
No. 1-1, Tiyuan Road, Xishan District,
Kunming, Yunnan Province 650228, People’s Republic of China
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Item 2(a).
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Name of Person Filing:
Long-Spring Education International Limited
Minglin Wu
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Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
Long-Spring Education International Limited
Craigmuir Chambers, Road Town, Tortola, VG 1110
British Virgin Islands
Minglin Wu
c/o First High-School Education Group Co., Ltd.
No. 1-1, Tiyuan Road, Xishan District,
Kunming, Yunnan Province 650228, People’s Republic of China
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Item 2(c).
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Citizenship:
Long-Spring Education International Limited – British Virgin
Islands
Minglin Wu – People’s Republic of China
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, par value US$0.00001 per share (the “Class
A ordinary shares”). Holders of Class A ordinary shares and Class B ordinary shares, par value US$0.00001 per share (the “Class
B ordinary shares”) have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to
one vote and is not convertible into Class B ordinary share under any circumstances. Each Class B ordinary share is entitled
to 20 votes, and is convertible into one Class A ordinary share.
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Item 2(e).
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CUSIP No.:
320505100
CUSIP number 320505100 has been assigned to the ADSs of the issuer,
which are quoted on the New York Stock Exchange under the symbol “FHS.” Each ADS represents three Class A ordinary shares.
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Item 3.
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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:
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Not applicable
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Item 4.
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Ownership
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The following information with respect to the ownership of the ordinary
shares of the issuer by each of the reporting persons is provided as of December 31, 2021:
Reporting Person
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Amount
beneficially owned:
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Percent of
class(1):
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Sole power to vote
or direct the vote:
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Shared power to
vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or
to direct the
disposition of:
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Long-Spring Education International Limited
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4,770,250
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(2)
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5.5
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%
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0
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4,770,250
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(2)
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0
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4,770,250
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(2)
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Minglin Wu
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4,470,760
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(3)
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5.1
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%
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0
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4,470,760
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(3)
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0
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4,470,760
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(3)
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(1)
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Pursuant to Rule 13d-3(d)(1), all Class B ordinary
shares (which are convertible into Class A ordinary shares) were deemed to be converted for the purpose of (a) determining
the aggregate amount of Class A ordinary shares beneficially owned by the reporting persons, and (b) calculating the percentages
of the Class A ordinary shares beneficially owned by the reporting persons. The percentage of the class of securities beneficially
owned by each reporting person is calculated based on a total of 86,838,700 ordinary shares as a single class, being the sum of 39,309,480
Class A ordinary shares and 47,529,220 Class B ordinary shares outstanding as of December 31, 2021, assuming conversion of all Class
B ordinary shares into Class A ordinary shares.
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(2)
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Includes (a) 4,330,990 Class A ordinary shares held by Minglin
Wu, (b) 399,330 Class A ordinary shares held by Kang Su, (c) 29,950 Class A ordinary shares held by Xiaoli Li, and (d) 9,980 Class A
ordinary shares held by Qiong Wang.
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(3)
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Includes (a) 4,330,990 Class A ordinary shares held through
Long-Spring Education International Limited, and (b) 139,770 Class A ordinary shares held through Long-Spring Education Technology Limited,
a British Virgin Islands company wholly owned by certain non-management employees of the issuer.
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Item5.
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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
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Item 10.
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Certifications
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Not applicable
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SIGNATURES
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: February 11, 2022
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Long-Spring Education International Limited
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By:
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/s/ Minglin Wu
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Name:
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Minglin Wu
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Title:
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Director
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Minglin Wu
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By:
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/s/ Minglin Wu
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LIST OF EXHIBITS
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