SEC Form SC 13G/A filed by Sunlands Technology Group (Amendment)
$STG
Other Consumer Services
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.5)*
(Amendment No.5)*
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Sunlands Technology Group
(f/k/a Sunlands Online Education Group)
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(Name of Issuer)
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Class A Ordinary Shares, par value US$0.00005 per share
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(Title of Class of Securities)
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86740P207
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(CUSIP Number)
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December 31, 2023
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(Date of Event Which Requires Filing of this Statement)
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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).
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CUSIP NO.
86740P207
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|||||
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1
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NAMES OF REPORTING PERSONS
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Diamond Tower Investments Limited
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|||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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|||||
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(b)☐
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|||
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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||||
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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
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0
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|||
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||||
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6
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SHARED VOTING POWER
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309,326 Class A ordinary shares
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|||
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7
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SOLE DISPOSITIVE POWER
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0
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|||
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8
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SHARED DISPOSITIVE POWER
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309,326 Class A ordinary shares
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||||
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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309,326 Class A ordinary shares
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|||
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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Not Applicable
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.39%* |
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
CUSIP NO.
86740P207
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|||||
|
1
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NAMES OF REPORTING PERSONS
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Orchid Asia VI, L.P.
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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|||||
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(b)☐
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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0
|
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|||
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||||
|
6
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SHARED VOTING POWER
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293,860 Class A ordinary shares
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||||
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7
|
SOLE DISPOSITIVE POWER
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0
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|||
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||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
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|
293,860 Class A ordinary shares
|
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|||
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||||
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
293,860 Class A ordinary shares
|
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||||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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Not Applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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10.82%* |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN |
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* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
CUSIP NO.
86740P207
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|||||
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1
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NAMES OF REPORTING PERSONS
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Orchid Asia V Co-Investment, Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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|
|||
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||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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15,466 Class A ordinary shares
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|||
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||||
|
7
|
SOLE DISPOSITIVE POWER
|
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0
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|||
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||||
|
8
|
SHARED DISPOSITIVE POWER
|
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||
|
15,466 Class A ordinary shares
|
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|||
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||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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|
15,466 Class A ordinary shares
|
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|||
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||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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Not Applicable
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||||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0.57%* |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO |
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|||
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||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
CUSIP NO.
86740P207
|
|||||
|
1
|
NAMES OF REPORTING PERSONS
|
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OAVI Holdings, L.P.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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||||
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
Cayman Islands
|
|
|
|||
|
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|
||||
|
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)
|
|
|
||
|
10.82%* |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC |
|
|
|||
|
|
|
||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
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)
|
|
|
||
|
10.82%* |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC |
|
|
|||
|
|
|
||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
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)
|
|
|
||
|
10.82%* |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC |
|
|
|||
|
|
|
||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
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)
|
|
|
||
|
10.82%* |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC |
|
|
|||
|
|
|
||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
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)
|
|
|
||
|
11.39%* |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
HC |
|
|
|||
|
|
|
||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 2 American depositary shares
represent 1 class A ordinary share.
|
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)
|
|
|
||
|
11.52* |
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
* Calculation based on the number of Class A ordinary shares
outstanding as of September 30, 2023, according to the Report on
Form 6-K filed by the Issuer with the Securities and Exchange
Commission on November 22, 2023. 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
(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.
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: January 24, 2024
| 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
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 January 24,
2024.
Dated: January 24, 2024
| 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.
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.