JOYY Inc. — Major Shareholding Notification 2022

Jan 28, 2022

SC 13G/A 1 tm224751d1_sc13ga.htm SC 13G/A

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| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| --- |
| SCHEDULE 13G |
| Under the Securities Exchange Act of 1934 (Amendment No. 5)* |
| China Online Education Group |
| (Name of Issuer) |
| Class A ordinary shares, par value $0.0001 per
share |
| (Title of Class of Securities) |
| 16954L105 |
| (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: |
| ¨ Rule 13d-1(b) |
| ¨ Rule 13d-1(c) |
| x 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). |

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CUSIP No. 16954L105

1	NAMES OF REPORTING PERSONS JOYY Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER 11,233,194 ordinary shares (1)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 11,233,194 ordinary shares (1)
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,233,194 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5% (2) (assuming conversion of all outstanding Class B
ordinary shares into the same number of Class A ordinary shares)
12	TYPE OF REPORTING PERSON CO

(1) Represents 11,233,185 Class A ordinary shares in the form of American depositary shares (the “ADSs”) and 9 Class A ordinary shares held by Duowan Entertainment Corporation. Duowan Entertainment Corporation is wholly owned by JOYY Inc.

(2) Based on 192,877,508 Class A ordinary shares and 129,687,166 Class B ordinary shares outstanding as of February 28, 2021, as described in the Form 20-F filed by the Issuer with the United States Securities and Exchange Commission (the “SEC”) on April 7, 2021. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof.

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CUSIP No. 16954L105

1	NAMES OF REPORTING PERSONS Duowan Entertainment Corporation
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:	5	SOLE VOTING POWER 11,233,194 ordinary shares (1)
	6	SHARED VOTING POWER 0
	7	SOLE DISPOSITIVE POWER 11,233,194 ordinary shares (1)
	8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,233,194 ordinary shares
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.5% (2) (assuming conversion of all outstanding Class B
ordinary shares into the same number of Class A ordinary shares)
12	TYPE OF REPORTING PERSON CO

(1) Represents 11,233,185 Class A ordinary shares in the form of American depositary shares (the “ADSs”) and 9 Class A ordinary shares held by Duowan Entertainment Corporation.

(2) Based on 192,877,508 Class A ordinary shares and 129,687,166 Class B ordinary shares outstanding as of February 28, 2021, as described in the Form 20-F filed by the Issuer with the United States Securities and Exchange Commission (the “SEC”) on April 7, 2021. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof.

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CUSIP No. 16954L105

ITEM 1(a). NAME OF ISSUER :

China Online Education Group (the “Issuer”)

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES :

Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road

High-tech Zone, Yuehai Street, Nanshan District

Shenzhen, Guangdong Province 518063

The People’s Republic of China

ITEM 2(a). NAME OF PERSON FILING :

(i) JOYY Inc.

(ii) Duowan Entertainment Corporation

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE :

JOYY Inc.

30 Pasir Panjang Road #15-31A Mapletree Business City

Singapore 117440

Duowan Entertainment Corporation

c/o JOYY Inc.

30 Pasir Panjang Road #15-31A Mapletree Business City

Singapore 117440

ITEM 2(c). CITIZENSHIP :

(i) JOYY Inc.—Cayman Islands

(ii) Duowan Entertainment Corporation—British Virgin Islands

ITEM 2(d). TITLE OF CLASS OF SECURITIES :

Class A ordinary shares. Each Class B ordinary share held by each reporting person is convertible into one Class A ordinary share at any time by the holder thereof.

ITEM 2(e). CUSIP NO .:

16954L105

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:

Not applicable.

ITEM 4. OWNERSHIP

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

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CUSIP No. 16954L105

The following information with respect to the ownership of the ordinary shares of the Issuer by the reporting persons is provided as of December 31, 2021. The information below is prepared based on the Issuer having a total of 192,877,508 Class A ordinary shares and 129,687,166 Class B ordinary shares outstanding as of February 28, 2021, as described in the 20-F filed by the Issuer with the SEC on April 7, 2021. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof. For each reporting person, percentage of voting power is calculated by dividing the voting power beneficially owned by such reporting person by the voting power of all the outstanding Class A ordinary shares and Class B ordinary shares as a single class. 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 ten votes per share.

JOYY Inc.

(a) Amount beneficially owned: 11,233,185 Class A ordinary shares in the form of ADSs and 9 Class A ordinary shares.

(b) Percentage of class: (i) 3.5% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares; and (ii) 0.8% of the aggregate voting power of all the outstanding Class A ordinary shares and Class B ordinary shares as a single class.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 11,233,194 ordinary shares.

(ii) Shared power to vote or to direct the vote: 0.

(iii) Sole power to dispose or to direct the disposition of: 11,233,194 ordinary shares.

(iv) Shared power to dispose or to direct the disposition of: 0.

Duowan Entertainment Corporation

(a) Amount beneficially owned: 11,233,185 Class A ordinary shares in the form of ADSs and 9 Class A ordinary shares.

(b) Percentage of class: (i) 3.5% of the total ordinary shares assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares; and (ii) 0.8% of the aggregate voting power of all the outstanding Class A ordinary shares and Class B ordinary shares as a single class.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 11,233,194 ordinary shares.

(ii) Shared power to vote or to direct the vote: 0.

(iii) Sole power to dispose or to direct the disposition of: 11,233,194 ordinary shares.

(iv) Shared power to dispose or to direct the disposition of: 0.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

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 x

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable

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CUSIP No. 16954L105

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

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LIST OF EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G/A filed on February 13, 2018 by the reporting persons with the Securities and Exchange Commission)

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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: January 28, 2022

JOYY Inc.
By:	/s/ David Xueling Li
Name:	David Xueling Li
Title:	Chairman of the Board of Directors

Duowan Entertainment Corporation
By:	/s/ David Xueling Li
Name:	David Xueling Li
Title:	Director

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