SC 13G 1 d779270dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

(Amendment No.     )

(Rule 13d-102)

 

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO

RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

China Online Education Group

(Name of Issuer)

American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

16954L105

(CUSIP Number)

March 9, 2017

(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)

 

 

 


CUSIP No. 16954L105  

 

  1   

NAME OF REPORTING PERSONS

 

Silverhorn Investment Advisors Limited

  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

     

SOLE VOTING POWER

 

1,010,638

   6   

SHARED VOTING POWER

 

0

   7     

SOLE DISPOSITIVE POWER

 

1,010,638

   8   

SHARED DISPOSITIVE POWER

 

0

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,638

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.3%**

12  

TYPE OF REPORTING PERSON*

 

FI, CO

 

*

See instructions before filling out.

**

See ITEM 4, including for historical information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A ordinary shares, par value $0.0001 per share as one class of securities.


CUSIP No. 16954L105  

 

  1   

NAME OF REPORTING PERSONS

 

Silverhorn SPC Ltd

  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

     

SOLE VOTING POWER

 

1,010,638

   6     

SHARED VOTING POWER

 

0

   7   

SOLE DISPOSITIVE POWER

 

1,010,638

   8   

SHARED DISPOSITIVE POWER

 

0

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,638

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.3%**

12  

TYPE OF REPORTING PERSON*

 

OO

 

*

See instructions before filling out.

**

See ITEM 4, including for historical information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A ordinary shares, par value $0.0001 per share as one class of securities.


CUSIP No. 16954L105  

 

  1   

NAME OF REPORTING PERSONS

 

Jürg Hans Niederberger

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Swiss Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6     

SHARED VOTING POWER

 

1,010,638

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

1,010,638

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,638

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.3%**

12  

TYPE OF REPORTING PERSON*

 

IN, HC

 

*

See instructions before filling out.

**

See ITEM 4, including for historical information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A ordinary shares, par value $0.0001 per share as one class of securities.


CUSIP No. 16954L105  

 

  1   

NAME OF REPORTING PERSONS

 

Michael Raza Imam

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☐

 

  3  

SEC USE ONLY

 

  4    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Swiss Citizen

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

0

   6   

SHARED VOTING POWER

 

1,010,638

   7   

SOLE DISPOSITIVE POWER

 

0

   8     

SHARED DISPOSITIVE POWER

 

1,010,638

  9   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,010,638

10    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

18.3%**

12  

TYPE OF REPORTING PERSON*

 

IN, HC

 

*

See instructions before filling out.

**

See ITEM 4, including for historical information. Per Securities and Exchange Commission guidance, the Reporting Persons treat the ADS representing 15 Class A ordinary shares, par value $0.0001 per share as one class of securities.


SCHEDULE 13G

 

Item 1(a)

Name of Issuer.

China Online Education Group (the “Issuer”)

 

Item 1(b)

Address of Issuer’s Principal Executive Offices.

6th Floor Deshi Building North

Shangdi Street, Haidan District

Beijing 100085, People’s Republic of China

 

Item 2(a)

Name of Person Filing.

Silverhorn Investment Advisors Limited, a company incorporated with limited liability in Hong Kong (“Silverhorn Advisors”), Silverhorn SPC Ltd, a British Virgin Islands open-ended investment company registered as a segregated portfolio company (“Silverhorn SPC”), Jürg Hans Niederberger and Michael Raza Imam (together with Silverhorn Advisors, Silverhorn SPC and Mr. Niederberger, the “Reporting Persons”).

 

Item 2(b)

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

The address of the Reporting Persons is:

22/F, 100QRC

100 Queen’s Road Central, Hong Kong

 

Item 2(c)

Citizenship or Place of Organization.

Silverhorn Advisors is a company incorporated with limited liability in Hong Kong. Silverhorn SPC is a British Virgin Islands open-ended investment company registered as a segregated portfolio company. Mr. Niederberger is a citizen of Switzerland. Michael Raza Imam is a citizen of Switzerland.

 

Item 2(d)

Title of Class of Securities.

American depositary shares (“ADS”), each representing 15 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”).

 

Item 2(e)

CUSIP Number.

16954L105

 

Item 3

Reporting Person.

For Silverhorn Advisors, Mr. Niederberger and Mr. Imam.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

(a)       Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)       Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)       Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).


(d)       Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)       An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
(f)       An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)       A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)       A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)       A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)       A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
(k)       Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ☐.

 

Item 4

Ownership.

 

  (a)

As of July 29, 2019, each of the Reporting Persons are the beneficial owners of 1,010,638 ADS representing 15,159,570 Class A Ordinary Shares.1

 

  (b)

As of July 29, 2019, each of the Reporting Persons are the beneficial owners of 18.3% of the outstanding Class A Ordinary Shares. This percentage is determined by dividing 15,159,570 Class A Ordinary Shares by 82,803,863, the number of Class A Ordinary Shares outstanding as of December 31, 2018, as reported in the Issuer’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 23, 2019.

 

  (c)

Each of Silverhorn SPC and Silverhorn Advisors, as the investment manager of Silverhorn SPC, have sole power to direct the voting and disposition of the ADS held by Silverhorn SPC reported in Item 4(a). As the directors of Silverhorn SPC and Silverhorn Advisors, Messrs. Niederberger and Imam have shared power to direct the voting and disposition of the ADS held by Silverhorn SPC reported in Item 4(a).

 

Item 5

Ownership of Five Percent or Less of a Class.

Inapplicable.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person.

Inapplicable.

 

Item 7

Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

Inapplicable.

 

1 

As of March 9, 2017, the date of originally exceeding 5% of the Class A Ordinary Shares, the Reporting Persons beneficially owned 412,578, constituting 8.64%. As of June 21, 2017, the date of originally exceeding 10% of the Class A Ordinary Shares, the Reporting Persons beneficially owned 907,723, constituting 18.87%.


Item 8

Identification and Classification of Members of the Group.

Inapplicable.

 

Item 9

Notice of Dissolution of Group.

Inapplicable.

 

Item 10

Certification.

For Silverhorn Advisors and Messrs. Niederberger and Imam:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

For Silverhorn SPC:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


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.

Date: July 29, 2019

 

Silverhorn Investment Advisors Limited

By:  

/s/ Michael Raza Imam

 

Michael Raza Imam, Director

Silverhorn SPC Ltd

By:  

/s/ Michael Raza Imam

 

Michael Raza Imam, Director

/s/ Jürg Hans Niederberger

Jürg Hans Niederberger

/s/ Michael Raza Imam

Michael Raza Imam


EXHIBIT INDEX

 

99.1    Joint Filing Agreement, dated as of July 29, 2019, by and among Silverhorn Investment Advisors Limited, Silverhorn SPC Ltd, Jürg Hans Niederberger and Michael Raza Imam