SEC Form SC 13G/A filed by 17 Education & Technology Group Inc. (Amendment)

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 81807M205 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.” Each ADS represents ten Class A ordinary shares of the Issuer.

  Name of Reporting Person

  Shunwei Ventures II Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  0%⁽²⁾ (or 0%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei China Internet Fund, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  0%⁽²⁾ (or 0%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Capital Partners GP, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  0%⁽²⁾ (or 0%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Capital Partners GP Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  0%⁽²⁾ (or 0%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Growth III Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,305,965 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6,305,965 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,305,965 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0.3% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei China Internet Opportunity Fund II, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,305,965 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6,305,965 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,305,965 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0.3% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Capital Partners III GP, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,305,965 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6,305,965 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,305,965 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0.3% of the total outstanding voting power.

  Name of Reporting Person

  Shunwei Capital Partners III GP Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,305,965 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6,305,965 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,305,965 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0.3% of the total outstanding voting power.

  Name of Reporting Person

  Silver Unicorn Ventures Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,305,971 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6,305,971 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,305,971 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  CO

Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited and 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners GP Limited and Shunwei Capital Partners III GP Limited are controlled by Silver Unicorn Ventures Limited.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0.3% of the total outstanding voting power.

  Name of Reporting Person

  Tuck Lye Koh

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Singapore

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  6,305,971 ⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  6,305,971 ⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  6,305,971 ⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (9)

  1.2%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  IN

Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited and 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners GP Limited and Shunwei Capital Partners III GP Limited are controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0.3% of the total outstanding voting power.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

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

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

Ownership:

Reporting

Persons

Shunwei Ventures II Limited.⁽³⁾

Shunwei China Internet Fund, L.P.⁽³⁾

Shunwei Capital Partners GP, L.P.

Shunwei Capital Partners GP Limited ⁽³⁾

Shunwei Growth III Limited ⁽⁴⁾

Shunwei China Internet Opportunity Fund II, L.P. ⁽⁴⁾

Shunwei Capital Partners III GP, L.P. ⁽⁴⁾

Shunwei Capital Partners III GP Limited ⁽⁴⁾

Silver Unicorn Ventures Limited ⁽³⁾⁽⁴⁾

Tuck Lye Koh ⁽³⁾⁽⁴⁾

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares.

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 30 votes, on all matters submitted to them for vote.

Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Exhibit No.

Description

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh