Amended Statement of Ownership (sc 13g/a)
10 Febrero 2023 - 5:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1 )*
First
High-School Education Group Co., Ltd.
(Name
of Issuer)
Class
A Ordinary Shares, par value of $0.00001 per share
(Title
of Class of Securities)
320505100**
(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:
| * | 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. |
| ** | CUSIP number 320505100 has been assigned to the American Depositary
Shares (“ADSs”) of the issuer, which are quoted on the Over-the-Counter Market under the symbol “FHSEY.” Each
ADS represents three Class A ordinary shares. |
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).
SCHEDULE
13G
| 1. |
Names
of Reporting Persons.
Long-Spring
Education Management Limited |
| 2. |
Check the Appropriate
Box if a Member of a Group (See Instructions). |
| |
(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
7,054,570
ordinary shares(1) (See Item 4) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
7,054,570
ordinary shares(1) (See Item 4) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,054,570
ordinary shares(1) (See Item 4) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent
of Class Represented by Amount in Row (9)
8.1%
(assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) (See Item 4) |
| 12. |
Type
of Reporting Person (See Instructions)
CO |
| (1) | Represents 7,054,570 Class A ordinary shares held by Long-Spring Education
Management Limited, a British Virgin Islands company wholly owned by certain non-management employees of the issuer and Shaowei Zhang,
the chairman of the board of directors and the chief executive officer of the issuer. The 7,054,570 Class A ordinary shares include (a)
2,904,360 Class A ordinary shares held by Kang Su, (b) 1,145,390 Class A ordinary shares held by Kai Liu, (c) 760,440 Class A ordinary
shares held by Yang Gui, (d) 680,570 Class A ordinary shares held by Chaomin Shi,
(e) 453,840 Class A ordinary shares held by Shaodong Zhang, (f) 129,790 Class A ordinary shares held by Xuehua Zhang, (g) 99,940 Class
A ordinary shares held by Shaowei Zhang, (h) 49,920 Class A ordinary shares held by Hong Tan, (i) 49,920 Class A ordinary shares held
by Baolong Song, and (j) 780,400 Class A ordinary shares held as treasury shares. |
| Item
1(a). |
Name
of Issuer:
First
High-School Education Group Co., Ltd. |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices:
No. 1-1,
Tiyuan Road, Xishan District,
Kunming,
Yunnan Province 650228, People’s Republic of China |
| |
| Item
2(a). |
Name
of Person Filing:
Long-Spring
Education Management Limited |
| |
|
| Item
2(b). |
Address
of Principal Business Office, or, if none, Residence:
Long-Spring
Education Management Limited
Craigmuir
Chambers, Road Town, Tortola, VG 1110
British
Virgin Islands |
| |
|
| Item
2(c). |
Citizenship:
Long-Spring
Education Management Limited – British Virgin Islands |
| |
|
| Item
2(d). |
Title
of Class of Securities:
Class
A ordinary shares, par value US$0.00001 per share (the “Class A ordinary shares”). Holders of Class A ordinary shares
and Class B ordinary shares, par value US$0.00001 per share (the “Class B ordinary shares”) have the same rights except
for voting and conversion rights. Each Class A ordinary share is entitled to one vote and is not convertible into Class B ordinary
share under any circumstances. Each Class B ordinary share is entitled to 20 votes, and is convertible into one Class A ordinary
share. |
| |
|
| Item
2(e). |
CUSIP
No.:
320505100
CUSIP number 320505100 has been assigned to the ADSs of the issuer,
which are quoted on the Over-the-Counter Market under the symbol “FHSEY.” Each ADS represents three Class A ordinary shares. |
| Item
3. |
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: |
| |
|
| |
Not
applicable |
| |
|
| Item
4. |
Ownership |
The
following information with respect to the ownership of the ordinary shares of the issuer by the reporting person is provided as of December 31,
2022:
| Reporting Person | |
Amount
beneficially
owned: | | |
Percent
of
class(1): | | |
Sole power
to vote
or direct
the vote: | | |
Shared power
to vote or
to direct
the vote: | | |
Sole power to
dispose or to
direct the
disposition of: | | |
Shared power
to dispose or
to direct the
disposition of: | |
| Long-Spring Education Management Limited | |
| 7,054,570 | (2) | |
| 8.1 | % | |
| 0 | | |
| 7,054,570 | (2) | |
| 0 | | |
| 7,054,570 | (2) |
| (1) | Pursuant
to Rule 13d-3(d)(1), all Class B ordinary shares (which are convertible into Class A ordinary shares) were deemed to be converted for
the purpose of (a) determining the aggregate amount of Class A ordinary shares beneficially owned by the reporting person and (b) calculating
the percentages of the Class A ordinary shares beneficially owned by the reporting person. The percentage of the class of securities
beneficially owned by the reporting person is calculated based on a total of 86,838,700 ordinary shares as a single class, being the
sum of 39,309,480 Class A ordinary shares and 47,529,220 Class B ordinary shares outstanding as of December 31, 2022, assuming conversion
of all Class B ordinary shares into Class A ordinary shares. |
| (2) | Long-Spring Education Management Limited is wholly owned by certain
non-management employees of the issuer and Shaowei Zhang, the chairman of the board of directors and the chief executive officer of the
issuer, including (a) 2,904,360 Class A ordinary shares held by Kang Su, (b) 1,145,390 Class A ordinary shares held by Kai Liu, (c) 760,440
Class A ordinary shares held by Yang Gui, (d) 680,570 Class A ordinary shares held
by Chaomin Shi, (e) 453,840 Class A ordinary shares held by Shaodong Zhang, (f) 129,790 Class A ordinary shares held by Xuehua Zhang,
(g) 99,940 Class A ordinary shares held by Shaowei Zhang, (h) 49,920 Class A ordinary shares held by Hong Tan, (i) 49,920 Class A
ordinary shares held by Baolong Song, and (j) 780,400 Class A ordinary shares held as treasury shares. |
| 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 |
| |
|
| Item 10. |
Certifications |
| |
|
| |
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.
Date:
February 10, 2023
| |
Long-Spring Education Management Limited |
| |
|
| |
By: |
/s/
Shaowei Zhang |
| |
Name: |
Shaowei Zhang |
| |
Title: |
Director |
5
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