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.         )*

 

17 Education & Technology Group Inc.

(Name of Issuer)

 

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

 

81807M106**

(CUSIP Number)

 

December 31, 2020

(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 disclosures provided in a prior cover page.

 

**CUSIP number 81807M106 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Select Market under the symbol “YQ.” Two ADSs represent five Class A ordinary shares of the Issuer.

 

The information required on 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 (the “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

Name of Reporting Person
Long Great Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

 

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

 

23,016,959 (1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

23,016,959 (1) 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,016,959 (1) 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row 9

 

5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) 

12

Type of Reporting Person

 

CO

 


(1)                                 Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, as further disclosed in Item 4 below.

 

(2)                                 The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission (the “Commission”) on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

 

2


 

1

Name of Reporting Person
Rosy Glow Holdings Limited

 

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

 

3

SEC Use Only

 

4

Citizenship or Place of Organization

 

Seychelles 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

0

6

Shared Voting Power

 

23,016,959 (1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

23,016,959 (1) 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,016,959 (1) 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row 9

 

5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) 

12

Type of Reporting Person
CO

 


(1)                                 Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, which is wholly owned by Rosy Glow Holdings Limited, as further disclosed in Item 4 below.

 

(2)                                 The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

 

3


 

1

Name of Reporting Person


Best Belief (PTC) Limited, as trustee of The Best Belief Family Trust 

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

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

 

23,016,959 (1)

7

Sole Dispositive Power

 

0

8

Shared Dispositive Power

 

23,016,959 (1) 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,016,959 (1) 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row 9

 

5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2) 

12

Type of Reporting Person
OO

 


(1)                                 Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, which is wholly owned by Rosy Glow Holdings Limited, which is wholly owned by Best Belief (PTC) Limited as trustee of The Best Belief Family Trust, as further disclosed in Item 4 below.

 

(2)                                 The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

 

4


 

1

Name of Reporting Person
Xu Xiaoping

 

2

Check the Appropriate Box if a Member of a Group

(a)   o

(b)   o

 

3

SEC Use Only

 

4

Citizenship or Place of Organization
Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

23,016,959 (1) 

6

Shared Voting Power

 

7

Sole Dispositive Power

 

23,016,959 (1) 

8

Shared Dispositive Power

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

23,016,959 (1) 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

11

Percent of Class Represented by Amount in Row 9

 

5.6% of Class A ordinary shares or 4.9% of total ordinary shares (representing 1.1% of the aggregate voting power) (2)

12

Type of Reporting Person
IN

 


(1)                                 Represents 23,016,959 Class A ordinary shares held by Long Great Holdings Limited, which is wholly owned by Rosy Glow Holdings Limited, which is wholly owned by Best Belief (PTC) Limited as trustee of The Best Belief Family Trust with Xu Xiaoping as settlor, as further disclosed in Item 4 below.

 

(2)                                 The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes, voting together as one class. The voting power of the shares beneficially owned by the Reporting Person represented 1.1% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.

 

5


 

Item 1(a).

 

Name of Issuer:
17 Education & Technology Group Inc.

 

Item 1(b).

 

 

Address of Issuer’s Principal Executive Offices:
16/F, Block B, Wangjing Greenland Center, Chaoyang District, Beijing 100102, People’s Republic of China

 

 

 

Item 2(a).

 

Name of Person Filing:
(i) Long Great Holdings Limited,
(ii) Rosy Glow Holdings Limited,
(iii) Best Belief (PTC) Limited, and
(iv) Xu Xiaoping
(collectively, the “Reporting Persons”).

 

Item 2(b).

 

 

Address of Principal Business Office or, if none, Residence:

(i) Long Great Holdings Limited – Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands
(ii) Rosy Glow Holdings Limited – Suites 103, 106 and 107, Premier Building, Victoria, Mahe, Republic of Seychelles
(iii) Best Belief (PTC) Limited – 3076 Sir Francis Drake’s Highway, P.O. Box 3463, Road Town, Tortola, British Virgin Islands
(iv) Xu Xiaoping – Suite 203C, 12/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong

 

Item 2(c)

 

 

Citizenship:

(i) Long Great Holdings Limited – British Virgin Islands
(ii) Rosy Glow Holdings Limited – Seychelles
(iii) Best Belief (PTC) Limited – British Virgin Islands
(iv) Xu Xiaoping – Canada

 

Item 2(d).

 

 

Title of Class of Securities:
Class A ordinary shares, par value US$0.0001 per share, of the Issuer

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 30 votes per share, on all matters submitted to shareholders for 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. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

Item 2(e).

 

 

CUSIP Number:
81807M106

This CUSIP number applies to the ADSs of the Issuer. Two ADSs represent five Class A ordinary shares of the Issuer.

 

 

 

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

 

6


 

Item 4.

 

Ownership:

 

The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2020:

 

Reporting 
Persons

Sole Voting
Power

Shared 
Voting 
Power

Sole 
Dispositive
Power

Shared 
Voting 
Power

Beneficial 
Ownership

Percentage
of Class 
A
Ordinary 
Shares 
(2)

Percentage
of Total 
Ordinary 
Shares 
(2)

Percentage
 of the 
Aggregate 
Voting 
Power 
(3)

Long Great Holdings Limited.(1)

0

23,016,959

0

23,016,959

23,016,959

5.6%

4.9%

1.1%

Rosy Glow Holdings Limited (1)

0

23,016,959

0

23,016,959

23,016,959

5.6%

4.9%

1.1%

Best Belief (PTC) Limited, as trustee of The Best Belief Family Trust (1)

0

23,016,959

0

23,016,959

23,016,959

5.6%

4.9%

1.1%

Xu Xiaoping (1)

23,016,959

0

23,016,959

0

23,016,959

5.6%

4.9%

1.1%

 


(1)                                  Long Great Holdings Limited is wholly owned by Rosy Glow Holdings Limited. Rosy Glow Holdings Limited is wholly owned by Best Belief (PTC) Limited as trustee of The Best Belief Family Trust (the “Trust”) with Xu Xiaoping as settlor. Xu Xiaoping and his family are the Trust’s beneficiaries. As a result of Xu Xiaoping’s right to direct voting and disposition decisions of ordinary shares of the Issuer controlled by the Trust, pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Rosy Glow Holdings Limited, Best Belief (PTC) Limited, as trustee of the Trust, and Xu Xiaoping may be deemed to beneficially own the ordinary shares of the Issuer directly held by Long Great Holdings Limited.

 

(2)                                  The beneficial ownership percentage is calculated based on 469,665,070 ordinary shares of the Issuer as a single class, being the sum of (i) 411,211,902 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares issued and outstanding as of December 3, 2020, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Commission on December 3, 2020.

 

(3)                                  The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to them for vote.

 

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 Controlling 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

 


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

99.1

 

Joint Filing Agreement by and among the Reporting Persons dated February 11, 2021

 

8


 

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 11, 2021

 

Long Great Holdings Limited

 

By: Green Frontier Limited, its Director

 

By:

 

/s/ Gaw Ching Ying Carol

 

Name:

 

Gaw Ching Ying Carol

 

Title:

 

Director

 

 

Rosy Glow Holdings Limited

 

By: Green Frontier Limited, its Director

 

By:

 

/s/ Gaw Ching Ying Carol

 

Name:

 

Gaw Ching Ying Carol

 

Title:

 

Director

 

 

Best Belief (PTC) Limited, as trustee of The
Best Belief Family Trust

 

By:

 

/s/ Xu Xiaoping

 

Name:

 

Xu Xiaoping

 

Title:

 

Director

 

 

And

 

By: Green Frontier Limited, its Director

 

By:

 

/s/ Gaw Ching Ying Carol

 

Name:

 

Gaw Ching Ying Carol

 

Title:

 

Director

 

 

Xu Xiaoping

 

 

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

 

9


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 Class A ordinary shares, par value of US$0.0001 per share, of 17 Education & Technology Group Inc., 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.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2021.

 

Long Great Holdings Limited

 

By: Green Frontier Limited, its Director

 

By:

/s/ Gaw Ching Ying Carol

 

Name:

Gaw Ching Ying Carol

 

Title:

Director

 

 

Rosy Glow Holdings Limited

 

By: Green Frontier Limited, its Director

 

By:

/s/ Gaw Ching Ying Carol

 

Name:

Gaw Ching Ying Carol

 

Title:

Director

 

 

Best Belief (PTC) Limited, as trustee of The Best Belief Family Trust

 

By:

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping

 

Title:

Director

 

 

And

 

By: Green Frontier Limited, its Director

 

By:

/s/ Gaw Ching Ying Carol

 

Name:

Gaw Ching Ying Carol

 

Title:

Director

 

 

Xu Xiaoping

 

 

/s/ Xu Xiaoping

 

Name:

Xu Xiaoping