Filing Details

The remainder of this cover page shall be filled out for a reporting persons 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.

Names of Reporting Persons

Shunwei Technology Limited

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

27,954,548⁽¹⁾ See Item 4.

Shared Voting Power

0

Sole Dispositive Power

27,954,548⁽¹⁾ See Item 4.

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

27,954,548⁽¹⁾ See Item 4.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (9)

8.7%. The voting power of the shares beneficially owned represents 1.8%⁽²⁾ of the total outstanding voting power. See Item 4.

Type of Reporting Person

CO

Represents (i) 27,954,540 Class A ordinary shares (represented by 1,863,636 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands.

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers 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 on all matters submitted to them for a 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.

Names of Reporting Persons

Shunwei China Internet Fund, L.P.

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

27,954,548⁽³⁾ See Item 4.

Shared Voting Power

0

Sole Dispositive Power

27,954,548⁽³⁾ See Item 4.

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

27,954,548⁽³⁾ See Item 4.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (9)

8.7%. The voting power of the shares beneficially owned represents 1.8%⁽⁴⁾ of the total outstanding voting power. See Item 4.

Type of Reporting Person

PN

Represents (i) 27,954,540 Class A ordinary shares (represented by 1,863,636 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P.

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers 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 on all matters submitted to them for a 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.

Names of Reporting Persons

Shunwei Capital Partners GP, L.P.

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

27,954,548⁽⁵⁾ See Item 4.

Shared Voting Power

0

Sole Dispositive Power

27,954,548⁽⁵⁾ See Item 4.

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

27,954,548⁽⁵⁾ See Item 4.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (9)

8.7%. The voting power of the shares beneficially owned represents 1.8%⁽⁶⁾ of the total outstanding voting power. See Item 4.

Type of Reporting Person

PN

Represents (i) 27,954,540 Class A ordinary shares (represented by 1,863,636 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P., whose general partner is Shunwei Capital Partners GP, L.P.

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers 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 on all matters submitted to them for a 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.

Names of Reporting Persons

Shunwei Capital Partners GP Limited

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Cayman Islands

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

27,954,548⁽⁷⁾ See Item 4.

Shared Voting Power

0

Sole Dispositive Power

27,954,548⁽⁷⁾ See Item 4.

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

27,954,548⁽⁷⁾ See Item 4.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (9)

8.7%. The voting power of the shares beneficially owned represents 1.8%⁽⁸⁾ of the total outstanding voting power. See Item 4.

Type of Reporting Person

CO

Represents (i) 27,954,540 Class A ordinary shares (represented by 1,863,636 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P., whose general partner is Shunwei Capital Partners GP, L.P., whose general partner in turn, is Shunwei Capital Partners GP Limited.

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers 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 on all matters submitted to them for a 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

Names of Reporting Persons

Tuck Lye Koh

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

SEC Use Only

Citizenship or Place of Organization

Singapore

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

27,954,548⁽⁹⁾ See Item 4.

Shared Voting Power

0

Sole Dispositive Power

27,954,548⁽⁹⁾ See Item 4.

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

27,954,548⁽⁹⁾ See Item 4.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

☐

Percent of Class Represented by Amount in Row (9)

8.7%. The voting power of the shares beneficially owned represents 1.8%⁽¹⁰⁾ of the total outstanding voting power. See Item 4.

Type of Reporting Person

IN

Represents (i) (i) 27,954,540 Class A ordinary shares (represented by 1,863,636 ADSs) and (ii) eight Class B ordinary shares held by Shunwei Technology Limited, a company incorporated under the laws of British Virgin Islands. Shunwei Technology Limited is wholly owned by Shunwei China Internet Fund, L.P., whose general partner is Shunwei Capital Partners GP, L.P., whose general partner in turn, is Shunwei Capital Partners GP Limited. Shunwei Capital Partners GP Limited is controlled by Mr. Tuck Lye Koh.

The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuers 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 on all matters submitted to them for a 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.

Name of Issuer:

China Online Education Group (the Issuer)

Address of Issuers Principal Executive Offices:

6th Floor Deshi Building North,

Shangdi Street, Haidian District

Beijing 100085, Peoples Republic of China

Name of Person Filing:

i. Shunwei Technology Limited;

ii. Shunwei China Internet Fund, L.P.;

iii. Shunwei Capital Partners GP, L.P.;

iv. Shunwei Capital Partners GP Limited; and

v. Tuck Lye Koh (collectively, the Reporting Persons).

Address of Principal Business Office or, if none, Residence:

For Shunwei Technology 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 Mr. Tuck Lye Koh

32D Watten Rise, Singapore 286651

Citizenship:

Shunwei Technology 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

Tuck Lye Koh Singapore

Title of Class of Securities:

Class A ordinary shares, par value of $0.0001 per share. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis.

CUSIP Number:

16954L 105

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

Reporting Person

Shunwei Technology Limited

Shunwei China Internet Fund, L.P.

Shunwei Capital Partners GP, L.P.

Shunwei Capital Partners GP Limited

Tuck Lye Koh

Ownership of Five Percent or Less of a Class:

Not applicable

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

Not applicable

Identification and Classification of Members of the Group:

Not applicable

Notice of Dissolution of Group:

Not applicable

Certifications:

Not applicable

Exhibit No.

Description

Previously filed

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh

/s/ Tuck Lye Koh