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Filing Details

Accession Number:: 0001653246-20-000005
Form Type:: 13G Filing
Publication Date:: 2020-02-12 06:32:15

Filed By:: Areo Holdings Ltd
Company:: Sunlands Technology Group (NYSE:STG)
Filing Date:: 2020-02-12
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Diamond Tower Investments Limited	0	309,326	0	309,326	309,326	17.93%
Orchid Asia VI	0	293,860	0	293,860	293,860	17.04%
Orchid Asia V Co-Investment, Limited	0	15,466	0	15,466	15,466	0.90%
OAVI Holdings	0	293,860	0	293,860	293,860	17.04%
Orchid Asia VI GP, Limited	0	293,860	0	293,860	293,860	17.04%
Orchid Asia V Group Management, Limited	0	293,860	0	293,860	293,860	17.04%
Orchid Asia V Group, Limited	0	293,860	0	293,860	293,860	17.04%
AREO Holdings Limited	0	309,326	0	309,326	309,326	17.93%
Ms. Lam Lai Ming	86,900	309,326	86,900	309,326	312,802	18.14%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.1)*

Sunlands Technology Group

(f/k/a Sunlands Online Education Group)

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00005 per share

(Title of Class of Securities)

86740P108

(CUSIP Number)

December 31, 2019

(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 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).

	CUSIP NO. 86740P108
1	NAMES OF REPORTING PERSONS
	Diamond Tower Investments 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
			0

		6	SHARED VOTING POWER
			309,326 Class A ordinary shares

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			309,326 Class A ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	309,326 Class A ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
	Not Applicable

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.93%*

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

*Calculation based on 1,724,717 Class A ordinary shares outstanding as of September 30, 2019, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 22, 2019. 25 American depositary shares represent 1 class A ordinary share.

EXHIBIT A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A Ordinary Shares, par value $0.00005 per share, of Sunlands Technology Group (f/k/a Sunlands Online Education Group) and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 12, 2020.

Dated: February 12, 2020


		Diamond Tower Investments Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia VI, L.P

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Co-Investment, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		OAVI Holdings, L.P.

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia VI GP, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Group Management, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Orchid Asia V Group, Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		AREO Holdings Limited

		/s/ Gabriel Li
		Name: Gabriel Li
		Title: Authorized Representative


		Lam Lai Ming
		/s/ Lam Lai Ming