SEC Form SC 13G/A filed by Sunlands Technology Group (Amendment)

2/7/23 9:16:13 PM ET

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SC 13G/A 1 sch13ga4sunland.htm SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.4)*

Sunlands Technology Group

(f/k/a Sunlands Online Education Group)

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00005 per share

(Title of Class of Securities)

86740P207

(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.

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).

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Diamond Tower Investments Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			309,326 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			309,326 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	309,326 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.57%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

* Calculation based on the number of Class A ordinary shares outstanding as of September 30, 2022, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 23, 2022. 2 American depositary shares represent 1 class A ordinary share.

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Orchid Asia VI, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			293,860 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			293,860 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	293,860 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.84%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Orchid Asia V Co-Investment, Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			15,466 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			15,466 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	15,466 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.73%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	OAVI Holdings, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			293,860 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			293,860 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	293,860 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.84%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Orchid Asia VI GP, Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			293,860 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			293,860 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	293,860 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.84%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Orchid Asia V Group Management, Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			293,860 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			293,860 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	293,860 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.84%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Orchid Asia V Group, Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			293,860 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			293,860 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	293,860 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	13.84%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	AREO Holdings Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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
			309,326 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			309,326 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	309,326 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.57%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

	CUSIP NO. 86740P207
1	NAMES OF REPORTING PERSONS
	Ms. Lam Lai Ming

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			6,952 ADRs

		6	SHARED VOTING POWER
			309,326 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			6,952 ADRs

		8	SHARED DISPOSITIVE POWER
			309,326 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	312,802 Class A ordinary shares*

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	14.73%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

* Calculation based on the number of Class A ordinary shares outstanding as of September 30, 2022, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 23, 2022. 3,476 Class A ordinary shares are held in form of ADRs. 2 American depositary shares represent 1 class A ordinary share.

Item 1(a)

Name of Issuer:

Sunlands Technology Group

Item 1(b)

Address of issuer's principal executive offices:

Building 4-6, Chaolai Science Park, No. 36, Chuangyuan Road, Chaoyang District, Beijing, 100012, the People’s Republic of China

Item 2(a)

Name of Person Filing:

This Schedule 13G (the "Schedule 13G") is being jointly filed by the following persons (collectively, the "Reporting Persons" and each a "Reporting Person"):
(i) Diamond Tower Investments Limited;
(ii) Orchid Asia VI, L.P.;
(iii) Orchid Asia V Co-Investment, Limited;
(iv) OAVI Holdings, L.P.;
(v) Orchid Asia VI GP, Limited;
(vi) Orchid Asia V Group Management, Limited;
(vii) Orchid Asia V Group, Limited;
(viii) AREO Holdings Limited; and
(ix) Ms. Lam Lai Ming

Item 2(b)

Address of principal business office or, if none, residence:

The address of principal business office of Diamond Tower Investments Limited and AREO Holdings Limited is:
c/o Vistra Corporate Services Centre Wickhams Cay II, Road Town Tortola, VG 1110, British Virgin Islands

The address of principal business office of Orchid Asia VI, L.P., OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Orchid Asia V Group Management, Limited, Orchid Asia V Group, Limited is:
c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

The address of principal business office of Orchid Asia V Co-Investment, Limited is:
c/o Corporate Management Solutions (Cayman) ltd. Two Artillery Court, 2/F, 161 Shedden Road PO box 799, George Town Grand Cayman, KY1-1103 Cayman Islands

The address of principal business office of Ms. Lam Lai Ming is:
c/o Suite 6812-13, 68th Floor, The Center, 99 Queen's Road Central, Central, Hong Kong.

Item 2(c)

Citizenship:

The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person's cover page.

Item 2(d)

Title of class of securities:

Class A Ordinary Shares, par value US$0.00005 per share

Item 2(e)

CUSIP No.:

86740P207

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or

240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.

Ownership

The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.

Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than 5 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.

Please see Exhibit B

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

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 7, 2023


		Diamond Tower Investments Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia VI, L.P

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Co-Investment, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		OAVI Holdings, L.P.

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia VI GP, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Group Management, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Group, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		AREO Holdings Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Lam Lai Ming
		/s/ Lam Lai Ming

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Ordinary Shares, par value $0.00005 per share, of Sunlands Technology Group (f/k/a Sunlands Online Education Group) and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 7, 2023.

Dated: February 7, 2023


		Diamond Tower Investments Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia VI, L.P

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Co-Investment, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		OAVI Holdings, L.P.

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia VI GP, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Group Management, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Group, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		AREO Holdings Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Lam Lai Ming
		/s/ Lam Lai Ming

EXHIBIT B

Diamond Tower Investments Limited, Orchid Asia VI, L.P. and Orchid Asia V Co-Investment, Limited are part of Orchid Asia V Group, Limited, an investment complex that focuses on companies in Asia and China in particular.

Orchid Asia VI, L.P. and Orchid Asia V- Co Investment, Limited are the immediate shareholders of Diamond Tower Investments Limited.

OAVI Holdings, L.P. is the general partner of Orchid Asia VI, L.P. Orchid Asia VI GP, Limited is the general partner of OAVI Holdings, L.P. which is in turned a wholly owned subsidiary of Orchid Asia V Group Management, Limited.

Orchid Asia V Group Management Ltd. is a wholly-owned subsidiary of Orchid Asia V Group, Limited and is also the investment manager of Orchid Asia VI, L.P.

Orchid Asia V Group, Limited is a wholly-owned subsidiary of AREO Holdings Limited. AREO Holdings Limited is wholly-owned by Ms. Lam Lai Ming.

AREO Holdings Limited is also the controlling shareholder of Orchid Asia V Co-Investment, Limited.

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SEC Form SC 13G/A filed by Sunlands Technology Group (Amendment)

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