Shunwei China Internet Fund SC 13G/A 17 Education & Technology / Shunwei China Internet Fund ownership change

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)*

17 Education & Technology Group Inc.

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

81807M205**

(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)

☒ 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 disclosures provided in a prior cover page.

**	CUSIP number 81807M205 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Select Market under the symbol “YQ.” Each ADS represents ten Class A ordinary shares of the Issuer.

The information required on 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	Name of Reporting Person Shunwei Ventures II Limited
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 44,124,500 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 44,124,500 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 44,124,500 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 9.2%⁽²⁾ (or 2.0%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)	Represents 44,124,500 Class A ordinary shares held by Shunwei Ventures II Limited.

(2)

The beneficial ownership percentage is calculated based on 482,126,402 ordinary shares of the Issuer as a single class as of February 28, 2021 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 9, 2021), being the sum of (i) 423,673,234 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 2.0% of the total outstanding voting power.


1	Name of Reporting Person Shunwei China Internet Fund, L.P.
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 44,124,500 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 44,124,500 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 44,124,500 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 9.2%⁽²⁾ (or 2.0%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person PN

(1)	Represents 44,124,500 Class A ordinary shares held by Shunwei Ventures II Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P.

(2)


1	Name of Reporting Person Shunwei Capital Partners GP, L.P.
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 44,124,500 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 44,124,500 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 44,124,500 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 9.2%⁽²⁾ (or 2.0%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person PN

(1)	Represents 44,124,500 Class A ordinary shares held by Shunwei Ventures II Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P.

(2)


1	Name of Reporting Person Shunwei Capital Partners GP Limited
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 44,124,500 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 44,124,500 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 44,124,500 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 9.2%⁽²⁾ (or 2.0%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents 44,124,500 Class A ordinary shares held by Shunwei Ventures II Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P.

(2)


1	Name of Reporting Person Shunwei Growth III Limited
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 6,305,965 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 6,305,965 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,305,965 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 1.3%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)	Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited.

(2)


1	Name of Reporting Person Shunwei China Internet Opportunity Fund II, L.P.
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 6,305,965 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 6,305,965 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,305,965 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 1.3%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person PN

(1)	Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P.

(2)


1	Name of Reporting Person Shunwei Capital Partners III GP, L.P.
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 6,305,965 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 6,305,965 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,305,965 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 1.3%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person PN

(1)	Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P.

(2)


1	Name of Reporting Person Shunwei Capital Partners III GP Limited
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 6,305,965 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 6,305,965 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 6,305,965 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 1.3%⁽²⁾ (or 0.3%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P.

(2)


1	Name of Reporting Person Silver Unicorn Ventures Limited
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 50,430,465 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 50,430,465 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 50,430,465 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 10.5%⁽²⁾ (or 2.3%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person CO

(1)

Represents 44,124,500 Class A ordinary shares held by Shunwei Ventures II Limited and 6,305,965 Class A ordinary shares held by Shunwei Growth III Limited. Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners GP Limited and Shunwei Capital Partners III GP Limited are controlled by Silver Unicorn Ventures Limited.

(3)


1	Name of Reporting Person Tuck Lye Koh
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization Singapore
Number of Shares Beneficially Owned by Each Reporting Person With		5	Sole Voting Power 50,430,465 ⁽¹⁾
		6	Shared Voting Power 0
		7	Sole Dispositive Power 50,430,465 ⁽¹⁾
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 50,430,465 ⁽¹⁾
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 10.5%⁽²⁾ (or 2.3%⁽²⁾ of the aggregate voting power)
12	Type of Reporting Person IN

(1)

(2)


Item 1(a).		Name of Issuer: 17 Education & Technology Group Inc.

Item 1(b).		Address of Issuer’s Principal Executive Offices: 16/F, Block B, Wangjing Greenland Center, Chaoyang District, Beijing 100102, People’s Republic of China

Item 2(a).		Name of Person Filing: (i) Shunwei Ventures II Limited; (ii) Shunwei China Internet Fund, L.P.; (iii) Shunwei Capital Partners GP, L.P.; (iv) Shunwei Capital Partners GP Limited; (v) Shunwei Growth III Limited; (vi) Shunwei China Internet Opportunity Fund II, L.P.; (vii) Shunwei Capital Partners III GP, L.P.; (viii) Shunwei Capital Partners III GP Limited; (ix) Silver Unicorn Ventures Limited, and (x) Tuck Lye Koh (collectively, the “Reporting Persons”).

Item 2(b).		Address of Principal Business Office or, if none, Residence: The addresses of the Reporting Persons are: For Shunwei Ventures II Limited Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands For Shunwei China Internet Fund, L.P. Walker House 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands For Shunwei Capital Partners GP, L.P. Walker House 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands For Shunwei Capital Partners GP Limited Walker House 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands For Shunwei Growth III Limited Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands For Shunwei China Internet Opportunity Fund II, L.P. Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104 Cayman Islands


		For Shunwei Capital Partners III GP, L.P. Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104 Cayman Islands For Shunwei Capital Partners III GP Limited Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, PO Box 268, Grand Cayman KY1-1104 Cayman Islands For Silver Unicorn Ventures Limited Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands For Mr. Tuck Lye Koh 32D Watten Rise, Singapore 286651
Item 2(c)		Citizenship: Shunwei Ventures II Limited – British Virgin Islands Shunwei China Internet Fund, L.P. – Cayman Islands Shunwei Capital Partners GP, L.P. – Cayman Islands Shunwei Capital Partners GP Limited – Cayman Islands Shunwei Growth III Limited – British Virgin Islands Shunwei China Internet Opportunity Fund II, L.P. – Cayman Islands Shunwei Capital Partners III GP, L.P. – Cayman Islands Shunwei Capital Partners III GP Limited – Cayman Islands Silver Unicorn Ventures Limited—British Virgin Islands Tuck Lye Koh – Singapore
Item 2(d).		Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share, of the Issuer The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 30 votes per share, on all matters submitted to shareholders for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
Item 2(e).		CUSIP Number: 81807M205 This CUSIP number applies to the ADSs of the Issuer. Each ADS represents ten Class A ordinary shares of the Issuer.

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 Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021:


Reporting Persons	Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class A Ordinary Shares⁽¹⁾			Percentage of Total Ordinary Shares⁽¹⁾			Percentage of the Aggregate Voting Power⁽²⁾
Shunwei Ventures II Limited.⁽³⁾		44,124,500		0		44,124,500		0		44,124,500		10.4	%		9.2	%		2.0	%
Shunwei China Internet Fund, L.P.⁽³⁾		44,124,500		0		44,124,500		0		44,124,500		10.4	%		9.2	%		2.0	%
Shunwei Capital Partners GP, L.P. ⁽³⁾		44,124,500		0		44,124,500		0		44,124,500		10.4	%		9.2	%		2.0	%
Shunwei Capital Partners GP Limited ⁽³⁾		44,124,500		0		44,124,500		0		44,124,500		10.4	%		9.2	%		2.0	%
Shunwei Growth III Limited ⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.5	%		1.3	%		0.3	%
Shunwei China Internet Opportunity Fund II, L.P. ⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.5	%		1.3	%		0.3	%
Shunwei Capital Partners III GP, L.P. ⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.5	%		1.3	%		0.3	%
Shunwei Capital Partners III GP Limited⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.5	%		1.3	%		0.3	%
Silver Unicorn Ventures Limited ⁽³⁾⁽⁴⁾		50,430,465		0		50,430,465		0		50,430,465		11.9	%		10.5	%		2.3	%
Tuck Lye Koh ⁽³⁾⁽⁴⁾		50,430,465		0		50,430,465		0		50,430,465		11.9	%		10.5	%		2.3	%

(1)

(2)

The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to 30 votes, on all matters submitted to them for vote.

(3)

Shunwei Ventures II Limited is wholly owned by Shunwei China Internet Fund, L.P. whose general partner is Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is the general partner of Shunwei Capital Partners GP, L.P. Shunwei Capital Partners GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.

(4)

Shunwei Growth III Limited is wholly owned by Shunwei China Internet Opportunity Fund II, L.P. whose general partner is Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh.


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 Controlling 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

LIST OF EXHIBITS


Exhibit No.		Description

99.1*		Joint Filing Agreement by and among the Reporting Persons dated February 7, 2021

*	Previous filed

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: February 14, 2022


Shunwei Ventures II Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Shunwei China Internet Fund, L.P.	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Authorized Representative

Shunwei Capital Partners GP, L.P.	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Authorized Representative

Shunwei Capital Partners GP Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Shunwei Growth III Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Shunwei China Internet Opportunity Fund II, L.P.	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Authorized Representative

Shunwei Capital Partners III GP, L.P.	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Authorized Representative

Shunwei Capital Partners III GP Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Silver Unicorn Ventures Limited	By:	/s/ Tuck Lye Koh
	Name:	Tuck Lye Koh
	Title:	Director

Tuck Lye Koh		/s/ Tuck Lye Koh

Shunwei China Internet Fund SC 13G/A17 Education & Technology / Shunwei China Internet Fund ownership change