Statement of Ownership (sc 13g)
February 11 2022 - 6:35AM
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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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☒
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Rule
13d-1(d)
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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
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CUSIP
No. 320505100
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1.
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Names
of Reporting Persons.
Shaowei
Zhang
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
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(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
People’s
Republic of China
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
32,261,530
ordinary shares(1) (See Item 4)
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6.
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Shared
Voting Power
682,960
ordinary shares(2) (See Item 4)
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7.
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Sole
Dispositive Power
32,261,530
ordinary shares(1) (See Item 4)
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8.
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Shared
Dispositive Power
682,960
ordinary shares(2) (See Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
32,944,490
ordinary shares(1) (2) (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) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
37.9%
(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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Includes
(a) 27,769,020 Class B ordinary shares directly held by Visionsky Group Limited, a British
Virgin Islands company wholly owned by Shaowei Zhang, and (b) 4,492,510 Class B ordinary
shares directly held by Brightenwit Group Limited, a British Virgin Islands company wholly
owned by Yu Wu, the spouse of Shaowei Zhang. Shaowei Zhang disclaims beneficial ownership
of the ordinary shares held by Brightenwit Group Limited. Yu Wu disclaims beneficial ownership
of the ordinary shares held by Visionsky Group Limited.
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(2)
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Includes
(a) 514,150 Class A ordinary shares directly held by Long-Spring Education Technology Limited,
a British Virgin Islands company in which Shaowei Zhang has approximately 24.64% equity interest,
(b) 99,940 Class A ordinary shares directly held by Long-Spring Education Management Limited,
a British Virgin Islands company in which Shaowei Zhang has approximately 1.56% equity interest,
and (c) 68,870 Class A ordinary shares directly held by Long-Spring Education Consulting
Limited, a British Virgin Islands company in which Shaowei Zhang has approximately 23.08%
equity interest.
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SCHEDULE
13G
|
CUSIP
No. 320505100
|
|
1.
|
Names
of Reporting Persons.
Visionsky
Group Limited
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
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(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
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
27,769,020
ordinary shares (See Item 4)
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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
27,769,020
ordinary shares (See Item 4)
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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
27,769,020
ordinary shares (See Item 4)
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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)
32.0%
(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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SCHEDULE
13G
|
CUSIP
No. 320505100
|
|
1.
|
Names
of Reporting Persons.
Brightenwit
Group Limited
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2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
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(a)
☐ (b) ☐
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3.
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SEC
Use Only
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4.
|
Citizenship
or Place of Organization
British
Virgin Islands
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
4,492,510
ordinary shares (See Item 4)
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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
4,492,510
ordinary shares (See Item 4)
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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
4,492,510
ordinary shares (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) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
5.2%
(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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SCHEDULE
13G
|
CUSIP
No. 320505100
|
|
1.
|
Names
of Reporting Persons.
Long-Spring
Education Technology Limited
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
|
|
|
(a)
☐ (b) ☐
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|
3.
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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
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6.
|
Shared
Voting Power
514,150
ordinary shares (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
514,150
ordinary shares (See Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
514,150
ordinary shares (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) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
0.6%
(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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SCHEDULE
13G
|
CUSIP
No. 320505100
|
|
1.
|
Names
of Reporting Persons.
Long-Spring
Education Management Limited
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|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions).
|
|
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(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.
|
Sole
Voting Power
0
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6.
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Shared
Voting Power
99,940
ordinary shares (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
99,940
ordinary shares (See Item 4)
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
99,940
ordinary shares (See Item 4)
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.1%
(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.
|
Type
of Reporting Person (See Instructions)
CO
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SCHEDULE
13G
|
CUSIP
No. 320505100
|
|
1.
|
Names
of Reporting Persons.
Long-Spring
Education Consulting Limited
|
|
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
British
Virgin Islands
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
0
|
|
6.
|
Shared
Voting Power
68,870
ordinary shares (See Item 4)
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|
7.
|
Sole
Dispositive Power
0
|
|
8.
|
Shared
Dispositive Power
68,870
ordinary shares (See Item 4)
|
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9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
68,870
ordinary shares (See Item 4)
|
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10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.1%
(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)
CO
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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:
Shaowei
Zhang
Visionsky
Group Limited
Brightenwit
Group Limited
Long-Spring
Education Technology Limited
Long-Spring
Education Management Limited
Long-Spring
Education Consulting Limited
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Item
2(b).
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Address
of Principal Business Office, or, if none, Residence:
Shaowei
Zhang
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
Visionsky
Group Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110
British
Virgin Islands
Brightenwit
Group Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110
British
Virgin Islands
Long-Spring
Education Technology Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110
British
Virgin Islands
Long-Spring
Education Management Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110
British
Virgin Islands
Long-Spring
Education Consulting Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110
British
Virgin Islands
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Item
2(c).
|
Citizenship:
Shaowei
Zhang – People’s Republic of China
Visionsky
Group Limited – British Virgin Islands
Brightenwit
Group Limited – British Virgin Islands
Long-Spring
Education Technology Limited – British Virgin
Islands
Long-Spring
Education Management Limited – British Virgin
Islands
Long-Spring
Education Consulting Limited – British Virgin
Islands
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Item
2(d).
|
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).
|
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.
|
Ownership
|
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:
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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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Shaowei Zhang
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32,944,490
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(2)
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37.9
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%
|
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|
32,261,530
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(2)
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|
682,960
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(2)
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32,261,530
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(2)
|
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|
682,960
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(2)
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Visionsky Group Limited
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27,769,020
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(2)
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32.0
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%
|
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|
27,769,020
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(2)
|
|
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0
|
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|
27,769,020
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(2)
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0
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Brightenwit Group Limited
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4,492,510
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(2)
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5.2
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%
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4,492,510
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(2)
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0
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4,492,510
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(2)
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0
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Long-Spring Education Technology Limited
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514,150
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(2)
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0.6
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%
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0
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|
514,150
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(2)
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0
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514,150
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(2)
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Long-Spring Education Management Limited
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99,940
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(2)
|
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0.1
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%
|
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|
0
|
|
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|
99,940
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(2)
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|
0
|
|
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99,940
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(2)
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|
Long-Spring Education Consulting Limited
|
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68,870
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(2)
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0.1
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%
|
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|
0
|
|
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|
68,870
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(2)
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|
0
|
|
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|
68,870
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(2)
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(1)
|
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.
|
|
(2)
|
Includes
(a) 27,769,020 Class B ordinary shares directly held by Visionsky Group Limited, a British Virgin Islands company wholly owned by Shaowei
Zhang, (b) 4,492,510 Class B ordinary shares directly held by Brightenwit Group Limited, a British Virgin Islands company wholly owned
by Yu Wu, the spouse of Shaowei Zhang, (c) 514,150 Class A ordinary shares directly held by Long-Spring Education Technology Limited,
a British Virgin Islands company in which Shaowei Zhang has approximately 24.64% equity interest, (d) 99,940 Class A ordinary shares
directly held by Long-Spring Education Management Limited, a British Virgin Islands company in which Shaowei Zhang has approximately
1.56% equity interest, and (e) 68,870 Class A ordinary shares directly held by Long-Spring Education Consulting Limited, a British Virgin
Islands company in which Shaowei Zhang has approximately 23.08% equity interest. Shaowei Zhang disclaims beneficial ownership of the
ordinary shares held by Brightenwit Group Limited. Yu Wu disclaims beneficial ownership of the ordinary shares held by Visionsky Group
Limited.
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Item
5.
|
Ownership
of Five Percent or Less of a Class
|
|
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|
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|
Not
applicable
|
|
|
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person
|
|
|
|
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|
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
|
|
|
|
|
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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
|
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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Shaowei
Zhang
|
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By:
|
/s/
Shaowei Zhang
|
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|
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|
|
Visionsky
Group Limited
|
|
|
|
|
|
By:
|
/s/
Shaowei Zhang
|
|
|
Name:
|
Shaowei
Zhang
|
|
|
Title:
|
Director
|
|
|
Brightenwit
Group Limited
|
|
|
|
|
|
By:
|
/s/
Yu Wu
|
|
|
Name:
|
Yu
Wu
|
|
|
Title:
|
Director
|
|
|
Long-Spring
Education Technology Limited
|
|
|
|
|
|
By:
|
/s/
Shaowei Zhang
|
|
|
Name:
|
Shaowei
Zhang
|
|
|
Title:
|
Director
|
|
|
Long-Spring
Education Management Limited
|
|
|
|
|
|
By:
|
/s/
Shaowei Zhang
|
|
|
Name:
|
Shaowei
Zhang
|
|
|
Title:
|
Director
|
|
|
Long-Spring
Education Consulting Limited
|
|
|
|
|
|
By:
|
/s/
Shaowei Zhang
|
|
|
Name:
|
Shaowei
Zhang
|
|
|
Title:
|
Director
|
LIST
OF EXHIBITS
12
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