Form SC 13G/A China Online Education Filed by: Silverhorn Investment Advisors Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G/A

(Amendment No. 2)

 

(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)

December 31, 2020

(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

 

CUSIP No. 16954L105

 

CUSIP No. 16954L105

 

CUSIP No. 16954L105

 

This Amendment No. 2 to the Schedule 13G (this “Amendment No. 2”) is being filed to update the information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on July 29, 2019 (the “Initial Filing”), as amended by Amendment No. 1 filed on January 14, 2020 (together with the Initial filing, the “Schedule 13G”). This Amendment No. 2 is filed on behalf of Silverhorn Investment Advisors Limited, Silverhorn SPC Ltd., Mr. Reto Merazzi, and Mr. Michael Raza Imam to report their beneficial ownership of American depository shares (“ADS”), each representing 15 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) of the Issuer. The Schedule 13G is hereby amended and restated to read as follows:

 

China Online Education Group (the “Issuer”)

 

6th Floor Deshi Building North

Shangdi Street, Haidan District

Beijing 100085, People’s Republic of China

 

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”), Reto Merazzi and Michael Raza Imam (together with Silverhorn Advisors, Silverhorn SPC and Mr. Merazzi, the “Reporting Persons”).

 

The address of the Reporting Persons is:

18/F, 100QRC

100 Queen’s Road Central, Hong Kong

 

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. Merazzi is a citizen of Switzerland. Michael Raza Imam is a citizen of Switzerland.

 

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

 

16954L105

 

For Silverhorn Advisors, Mr. Merazzi 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:

 

 

 

 

 

 

Inapplicable.

 

Inapplicable.

 

Non-U.S. Investment Adviser

Inapplicable.

 

Inapplicable.

 

For Silverhorn Advisors and Messrs. Merazzi 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.

By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to investment advisors is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

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 2, 2021