Form SC 13G - Statement of acquisition of beneficial ownership by individuals
09 Febrero 2024 - 3:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange
Act of 1934
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Jianzhi Education
Technology Group Company Limited |
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(Name of Issuer) |
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Ordinary Shares, par
value US$0.0001 per share |
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(Title of Class of Securities) |
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47737L 203 (1) |
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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) |
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☐ |
Rule 13d-1(c) |
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☒ |
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).
(1) | This CUSIP number applies to the Issuer’s American Depositary Shares, each representing two ordinary shares. |
(Continued on following pages)
1 |
Names
of Reporting Persons |
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ZhongSiZhiDa Limited |
2 |
Check
the appropriate box if a member of a Group (see instructions) |
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(a) ☐ |
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(b) ☐ |
3 |
SEC
Use Only |
4 |
Citizenship
or Place of Organization |
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British Virgin Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
5 |
Sole
Voting Power |
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20,950,000(1) |
6 |
Shared
Voting Power |
|
0 |
7 |
Sole
Dispositive Power |
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20,950,000(1) |
8 |
Shared
Dispositive Power |
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0 |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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20,950,000(1) |
10 |
Check
if the aggregate amount in row (9) excludes certain shares (See Instructions) |
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☐ |
11 |
Percent
of class represented by amount in row (9) |
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17.30%(2) |
12 |
Type
of Reporting Person (See Instructions) |
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CO |
(1) | Represents 20,950,000 ordinary shares held by ZhongSiZhiDa Limited, a British Virgin
Islands company majority-owned by SEAVI Limited, of which Mr. Derrick Lee Meow Chan is the sole shareholder and a director. |
(2) | The percentage of the securities beneficially owned by each reporting person is
calculated based on 121,110,000 ordinary shares issued and outstanding as of December 31, 2023. |
Item 1
Jianzhi Education Technology Group Company Limited
(b) | Address of Issuer’s Principal Executive Offices: |
27/F, Tower A, Yingdu Building, Zhichun Road, Haidian District,
Beijing 100086, People’s Republic of China.
Item 2.
(a) | Name of Person Filing: |
ZhongSiZhiDa Limited, a company organized under the laws of the British Virgin Islands, majority-owned by SEAVI Limited, of which Mr. Derrick Lee Meow Chan is the sole shareholder and a director.
(b) | Address of Principal Business Office or, if None, Residence: |
The address of ZhongSiZhiDa Limited is Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
ZhongSiZhiDa Limited is organized under the laws of the
British Virgin Islands.
(d) | Title and Class of Securities: |
Ordinary Shares, par value US$0.0001 per share
47737L 203
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:
Reporting Person(1) | |
Amount
beneficially
owned | | |
Percent of
class(2) | | |
Sole
power to
vote or
direct to
vote(1) | | |
Shared
power
to vote
or to direct
the vote | | |
Sole
power to
dispose or
to direct
the
disposition
of(1) | | |
Shared
power to
dispose or
to direct the
disposition
of | | |
Percentage
of
aggregate
voting
power(3) | |
ZhongSiZhiDa Limited | |
| 20,950,000 | | |
| 17.30 | % | |
| 20,950,000 | | |
| 0 | | |
| 20,950,000 | | |
| 0 | | |
| 17.30 | % |
(1) | ZhongSiZhiDa Limited is a British Virgin Islands company which owned 20,950,000
of the Issuer’s ordinary shares as of December 31, 2023. |
(2) | The percentage of the class of securities beneficially owned by the Reporting Person
is calculated based on 121,110,000 ordinary shares issued and outstanding as of December 31, 2023. |
(3) | The percentage of voting power is calculated by dividing the voting power beneficially
owned by such person or group by the voting power of all of ordinary shares of the Issuer issued and outstanding as of December 31, 2023. |
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.
Not applicable.
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.
Dated: February 9, 2024
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ZhongSiZhiDa Limited |
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By: |
/s/ Derrick Lee Meow Chan |
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Name: |
Derrick Lee Meow Chan |
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Title: |
Sole Director |
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