SEC Form SC 13G/A filed by First High-School Education Group Co. Ltd. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1 )*
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, 2022
(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) |
| * | 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. |
| ** | CUSIP number 320505100 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Over-the-Counter Market under the symbol “FHSEY.” Each ADS represents three Class A ordinary shares. |
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
| CUSIP No. 320505100 |
| 1. | Names of Reporting Persons.
Long-Spring Education Management 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
7,054,570 ordinary shares(1) (See Item 4) | |
| 7. | Sole Dispositive Power
0 | |
| 8. | Shared Dispositive Power
7,054,570 ordinary shares(1) (See Item 4) |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
7,054,570 ordinary shares(1) (See Item 4) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. | Percent of Class Represented by Amount in Row (9)
8.1% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) (See Item 4) |
| 12. | Type of Reporting Person (See Instructions)
CO |
| (1) | Represents 7,054,570 Class A ordinary shares held by Long-Spring Education Management Limited, a British Virgin Islands company wholly owned by certain non-management employees of the issuer and Shaowei Zhang, the chairman of the board of directors and the chief executive officer of the issuer. The 7,054,570 Class A ordinary shares include (a) 2,904,360 Class A ordinary shares held by Kang Su, (b) 1,145,390 Class A ordinary shares held by Kai Liu, (c) 760,440 Class A ordinary shares held by Yang Gui, (d) 680,570 Class A ordinary shares held by Chaomin Shi, (e) 453,840 Class A ordinary shares held by Shaodong Zhang, (f) 129,790 Class A ordinary shares held by Xuehua Zhang, (g) 99,940 Class A ordinary shares held by Shaowei Zhang, (h) 49,920 Class A ordinary shares held by Hong Tan, (i) 49,920 Class A ordinary shares held by Baolong Song, and (j) 780,400 Class A ordinary shares held as treasury shares. |
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| Item 1(a). | Name of Issuer:
First High-School Education Group Co., Ltd. |
| Item 1(b). | Address of Issuer’s Principal Executive Offices:
No. 1-1, Tiyuan Road, Xishan District, Kunming, Yunnan Province 650228, People’s Republic of China |
| Item 2(a). | Name of Person Filing:
Long-Spring Education Management Limited |
| Item 2(b). | Address of Principal Business Office, or, if none, Residence:
Long-Spring Education Management Limited Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands |
| Item 2(c). | Citizenship:
Long-Spring Education Management Limited – British Virgin Islands |
| 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. |
| Item 2(e). | CUSIP No.:
320505100 CUSIP number 320505100 has been assigned to the ADSs of the issuer, which are quoted on the Over-the-Counter Market under the symbol “FHSEY.” Each ADS represents three Class A ordinary shares. |
| 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 | |
| Item 4. | Ownership |
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, 2022:
| Reporting Person | Amount beneficially owned: | Percent of class(1): | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Long-Spring Education Management Limited | 7,054,570 | (2) | 8.1 | % | 0 | 7,054,570 | (2) | 0 | 7,054,570 | (2) | ||||||||||||||
| (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 person and (b) calculating the percentages of the Class A ordinary shares beneficially owned by the reporting person. The percentage of the class of securities beneficially owned by the 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, 2022, assuming conversion of all Class B ordinary shares into Class A ordinary shares. |
| (2) | Long-Spring Education Management Limited is wholly owned by certain non-management employees of the issuer and Shaowei Zhang, the chairman of the board of directors and the chief executive officer of the issuer, including (a) 2,904,360 Class A ordinary shares held by Kang Su, (b) 1,145,390 Class A ordinary shares held by Kai Liu, (c) 760,440 Class A ordinary shares held by Yang Gui, (d) 680,570 Class A ordinary shares held by Chaomin Shi, (e) 453,840 Class A ordinary shares held by Shaodong Zhang, (f) 129,790 Class A ordinary shares held by Xuehua Zhang, (g) 99,940 Class A ordinary shares held by Shaowei Zhang, (h) 49,920 Class A ordinary shares held by Hong Tan, (i) 49,920 Class A ordinary shares held by Baolong Song, and (j) 780,400 Class A ordinary shares held as treasury shares. |
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| 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 Control 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 | |
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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 10, 2023
| Long-Spring Education Management Limited | ||
| By: | /s/ Shaowei Zhang | |
| Name: | Shaowei Zhang | |
| Title: | Director | |
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