Statement of Ownership (sc 13g)
February 06 2020 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments
Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. )*
GSX Techedu
Inc.
(Name of Issuer)
Class A ordinary shares, par value of $0.0001 per share
(Title of Class of Securities)
36257Y 109**
(CUSIP
Number)
December 31, 2019
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*
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The remainder of this cover page shall be filled out for a reporting persons 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 36257Y 109 has been assigned to the American Depositary Shares (ADSs) of the issuer,
which are quoted on The New York Stock Exchange under the symbol GSX. Every three ADSs represent two Class A ordinary shares of the Issuer. The CUSIP number of Class A ordinary shares is G4165J 104.
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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).
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1
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Name of
Reporting Person
Origin Beyond Limited
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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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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
18,452,370
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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
18,452,370
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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
18,452,370(1)
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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)
11.6%.(2)
The voting power of the shares beneficially owned represent 2.3% of the total outstanding voting power.
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12
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Type of Reporting Person
CO
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(1)
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Represents 18,452,370 Class A ordinary shares directly held by Origin Beyond Limited, a company
incorporated in the British Virgin Islands. Origin Beyond Limited is ultimately held upon the terms of Origin Beyond Trust, a trust established under a trust deed between the Issuer and Maples Trustee Services (Cayman) Limited as trustee. The
beneficiaries of Origin Beyond Trust include our employees. The trust deed by which Origin Beyond Trust was established provides that the trustee shall not exercise the voting rights attached to the shares in Origin Beyond Limited (except in certain
limited circumstances for administrative purposes) which, in turn, holds 18,452,370 Class A ordinary shares of the Issuer unless otherwise directed by the advisory committee established under the trust deed and which currently comprises the
following authorized representatives of our company, namely Mr. Tong Liu, Ms. Yan Liu and Mr. Zihui Feng, each of whom is an employee of our company. The registered address of Origin Beyond Limited is at the offices of Maples
Corporate Services (BVI) Limited, Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
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(2)
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The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by
the reporting person by all of the Issuers issued and outstanding Class A ordinary shares and Class B ordinary shares as a single class as of December 31, 2019.
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2
Item 1(a).
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Name of Issuer:
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GSX Techedu Inc.
Item 1(b).
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Address of Issuers Principal Executive Offices:
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Tower C, Beyondsoft Building, 7 East Zone
10 Xibeiwang East Road, Haidian District, Beijing 100193
Peoples Republic of China
Item 2(a).
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Name of Person Filing:
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Origin Beyond Limited
Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
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Origin Beyond Limited
Maples
Corporate Services (BVI) Limited
Kingston Chambers, PO Box 173
Road Town, Tortola, British Virgin Islands
Origin Beyond Limited British Virgin Islands
Item 2(d).
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Title of Class of Securities:
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Class A ordinary shares, par value of $0.0001 per share (Class A Ordinary Shares).
The Issuers ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value of $0.0001 per share
(Class B Ordinary Shares). The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is
convertible at the option of the holder at any time into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstance. Each Class B Ordinary Share is entitled to ten
votes per share, whereas each Class A Ordinary Share is entitled to one vote per share.
36257Y 109
This CUSIP number
applies to the American Depositary Shares of the Issuer (ADSs), every three ADSs representing two Class A Ordinary Shares of the Issuer. The CUSIP number of Class A ordinary shares is G4165J 104.
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
The following information with respect to the ownership of the ordinary shares of the Issuer by the reporting person is provided as of
December 31, 2019:
3
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Amount
beneficially
owned
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Percent of
class
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Percent of
aggregate
voting
power
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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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Origin Beyond Limited
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18,452,370
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(1)
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11.6
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%(2)
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2.3
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%(3)
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18,452,370
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(1)
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0
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18,452,370
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(1)
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0
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(1)
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Represents 18,452,370 Class A Ordinary Shares. Origin Beyond Limited is ultimately owned by Origin Beyond
Trust, a trust established under established under the laws of Cayman Islands and managed by Maples Trustee Services (Cayman) Limited as the trustee. The Issuer is the settlor of Origin Beyond Trust. The beneficiaries of Origin Beyond Trust
include employees of the Issuer. Under the terms of this trust, the trustee shall not exercise the voting rights attached to the shares in Origin Beyond Limited (except in certain limited circumstances for administrative purposes) which, in turn,
holds 18,452,370 Class A ordinary shares of the Issuer unless otherwise directed by the advisory committee established under the trust deed and which currently comprises the following authorized representatives of the Issuer, namely
Mr. Tong Liu, Ms. Yan Liu and Mr. Zihui Feng, each of whom is an employee of the Issuer.
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(2)
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The percentage of the class of securities beneficially owned by the reporting person is based on a total of
159,471,334 outstanding ordinary shares (being the sum of 86,166,046 Class A Ordinary Shares and 73,305,288 Class B Ordinary Shares) of the Issuer outstanding as of December 31, 2019 as a single class. In computing the percentage
ownership of the reporting person, we have included shares that the reporting person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security, after
December 31, 2019.
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(3)
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For the reporting person, percentage of aggregate voting power is calculated by dividing the voting power
beneficially owned by such reporting person by the voting power of all of the Issuers Class A and Class B ordinary shares as a single class.
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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
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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
Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
Item 9.
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Notice of Dissolution of Group:
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Not applicable
Not applicable
4
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 6, 2020
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Origin Beyond Limited
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By:
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/s/ Peter Goddard
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Name:
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Peter Goddard
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Title:
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Authorised Signatory on behalf of Titan Directors Limited as Director
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[Signature Page to
Schedule 13G]
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