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

17 Education & Technology (YQ) SC 13G/A17 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. 2 – EXIT FILING)*

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, 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:

☐ 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).

Page 2 of 17 Pages

(1)	Represents 6 Class A ordinary shares held by Shunwei Ventures II Limited.

(2)

The beneficial ownership percentage is calculated based on 510,591,007 ordinary shares of the Issuer as a single class as of March 31, 2022 (as reported on the Issuer’s Form 20-F filed with the Securities and Exchange Commission on April 27, 2022), being the sum of (i) 452,137,839 Class A ordinary shares, and (ii) 58,453,168 Class B ordinary shares. The voting power of the shares beneficially owned represented 0% of the total outstanding voting power.

(1)	Represents 6 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)	Represents 6 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)

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

(2)

(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)	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)

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)

Represents 6 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.

(2)

(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, 2022:


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⁾		6		0		6		0		6		0			0			0
Shunwei China Internet Fund, L.P.⁽³⁾		6		0		6		0		6		0			0			0
Shunwei Capital Partners GP, L.P.		6		0		6		0		6		0			0			0
Shunwei Capital Partners GP Limited ⁽³⁾		6		0		6		0		6		0			0			0
Shunwei Growth III Limited ⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.4	%		1.2	%		0.3	%
Shunwei China Internet Opportunity Fund II, L.P. ⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.4	%		1.2	%		0.3	%
Shunwei Capital Partners III GP, L.P. ⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.4	%		1.2	%		0.3	%
Shunwei Capital Partners III GP Limited⁽⁴⁾		6,305,965		0		6,305,965		0		6,305,965		1.4	%		1.2	%		0.3	%
Silver Unicorn Ventures Limited ⁽³⁾⁽⁴⁾		6,305,971		0		6,305,971		0		6,305,971		1.4	%		1.2	%		0.3	%
Tuck Lye Koh ⁽³⁾⁽⁴⁾		6,305,971		0		6,305,971		0		6,305,971		1.4	%		1.2	%		0.3	%

(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:

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].

This filing constitutes an exit filing as each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the referenced class of securities.

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 9, 2023


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

Name of Reporting Person

Shunwei Ventures II Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands