Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 4:11PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
OneSmart International Education Group Limited
(Name of Issuer)
Class A Ordinary Shares, par value $0.000001
per share
(Title of Class of Securities)
G6S54G109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
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¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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.
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 (“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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1
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Name of Reporting Person
CW One Smart 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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¨
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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
British Virgin Islands
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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
0
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
0%
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12
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Type of Reporting Person
CO
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1
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Name of Reporting Person
Chengwei Capital HK 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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¨
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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
Hong Kong
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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
0
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
0%
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12
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Type of Reporting Person
CO
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1
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Name of Reporting Person
Chengwei Evergreen Capital, L.P.
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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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¨
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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
Cayman Islands
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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
0
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
0%
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12
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Type of Reporting Person
PN
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1
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Name of Reporting Person
Chengwei Evergreen Management, LLC
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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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¨
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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
Cayman Islands
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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
0
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
0%
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12
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Type of Reporting Person
CO
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1
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Name of Reporting Person
EXL Holdings, LLC
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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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¨
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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
Cayman Islands
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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
0
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
0%
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12
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Type of Reporting Person
CO
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1
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Name of Reporting Person
Eric Xun Li
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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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¨
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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
People’s Republic of China
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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
0
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
0
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
0
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
0%
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12
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Type of Reporting Person
IN
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Item 1(a).
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Name of Issuer:
OneSmart International Education Group Limited (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
2161 North Zhongshan Road, Putuo District, Shanghai, People’s Republic of China
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Item 2(a).
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Name
of Person Filing:
CW One Smart Limited
Chengwei Capital HK Limited
Chengwei Evergreen Capital, L.P.
Chengwei Evergreen Management, LLC
EXL Holdings, LLC
Eric Xun Li (collectively, the “Reporting Persons”)
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Item 2(b).
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Address
of Principal Business Office or, if none, Residence:
The principal business office of CW One Smart Limited, Chengwei
Capital HK Limited, Chengwei Evergreen Capital, L.P., Chengwei Evergreen Management, LLC, EXL Holdings, LLC and Eric Xun Li is Room
3303A The Centrium 60 Wyndham Street, Central, Hong Kong S.A.R., People’s Republic of China.
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Item 2(c)
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Citizenship:
CW One Smart Limited – British Virgin Islands
Chengwei Capital HK Limited – Hong Kong
Chengwei Evergreen Capital, L.P. – Cayman Islands
Chengwei Evergreen Management, LLC – Cayman Islands
EXL Holdings, LLC – Cayman Islands
Eric Xun Li – People’s Republic of China
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Item 2(d).
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Title
of Class of Securities:
Class A ordinary shares, par value $0.000001 per share
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 twenty votes per share on all matters submitted to them for a vote. Issuer’s Class A
ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of Issuer’s
shareholders, except as may otherwise be required by law. 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.
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Item 2(e).
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CUSIP Number:
G6S54G109
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Item 3.
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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:
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Not applicable
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For each Reporting Person:
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Class A
ordinary shares
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Class B
ordinary shares
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Total ordinary
shares on the as-
converted basis
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Percentage of
Aggregate
Voting Power
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(a) Amount beneficially owned
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0
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0
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0
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—
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(b) Percent of class:
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0
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%
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0
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%
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0
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%
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0
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%
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote
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0
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0
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0
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—
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(ii) Shared power to vote or to direct the vote
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0
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0
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0
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—
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(iii) Sole power to dispose or to direct the disposition of
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0
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0
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0
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—
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(iv) Shared power to dispose or to direct the disposition of
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0
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0
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0
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—
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ý
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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LIST OF EXHIBITS
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, 2022
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CW One Smart Limited
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By:
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/s/ Eric Xun Li
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Name:
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Eric Xun Li
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Title:
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Director
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Chengwei Capital HK Limited
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By:
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/s/ Eric Xun Li
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Name:
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Eric Xun Li
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Title:
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Director
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Chengwei Evergreen Capital, L.P.
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By:
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/s/ Eric Xun Li
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Name:
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Eric Xun Li
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Title:
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Director
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Chengwei Evergreen Management, LLC
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By:
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/s/ Eric Xun Li
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Name:
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Eric Xun Li
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Title:
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Director
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EXL Holdings, LLC
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By:
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/s/ Eric Xun Li
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Name:
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Eric Xun Li
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Title:
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Director
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Eric Xun Li
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/s/ Eric Xun Li
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