|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 |
| |
| SCHEDULE 13D/A |
| |
Under the Securities Exchange Act of 1934
(Amendment No. 3)* |
51Talk Online
Education Group
(Name of Issuer)
Class A
ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
16954L
204(1)
(CUSIP Number)
Jack Jiajia Huang
Ting Shu
Dasheng Global Limited
Dasheng Online Limited
Dasheng International Holdings Limited
TB Family Trust
24 Raffles Place #17-04 Clifford Centre,
Singapore 048621
With copies to:
Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Jing An Kerry Centre,
Tower II, 46th Floor
1539 Nanjing West Road
Shanghai 200040, China
Tel: +86 (21) 6193 8200 |
Yilin Xu, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2,
No. 1, Jianguomenwai Avenue,
Chaoyang District,
Beijing 100004, China
Tel: +86 (10) 6535 5500 |
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 30,
2023
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* 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.
(1)
CUSIP number 16954L 204 has been assigned to the American depositary shares (“ADSs”)
of the issuer, which are quoted on the NYSE American under the symbol “COE.” Each ADS represents 60 Class A ordinary
shares.
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).
| CUSIP No. 16954L 204 |
13D/A |
Page 2 of 9 Pages |
| 1 |
Names of Reporting Persons
Jack Jiajia Huang |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
PF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
81,119,054 (1) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
81,119,054 (1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,119,054 (1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(2) |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
Notes:
(1) Represents (i) 186,180
Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the
form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon
the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in
the form of ADSs held by Ting Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted
share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global
Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) 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 Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). 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.
| CUSIP No. 16954L 204 |
13D/A |
Page 3 of 9 Pages |
| 1 |
Names of Reporting Persons
Ting Shu |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
PF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
People’s Republic of China |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
81,119,054 (1) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
81,119,054 (1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,119,054 (1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(2) |
| 14 |
Type of Reporting Person (See Instructions)
IN |
| |
|
|
|
|
Notes:
(1) Represents (i) 186,180
Class A ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the
form of ADSs held by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon
the vesting of restricted share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in
the form of ADSs held by Ting Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted
share units within 60 days after November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global
Limited, and (vii) 15,535,423 Class B ordinary shares held by Dasheng Online Limited.
(2) 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 Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). 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.
| CUSIP No. 16954L 204 |
13D/A |
Page 4 of 9 Pages |
| 1 |
Names of Reporting Persons
Dasheng Global Limited |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
65,262,656 (1) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
65,262,656 (1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
65,262,656 (1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
19.2%. The voting power of the shares beneficially owned represented 26.6% of the total outstanding voting power.(4) |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
Notes:
(1) Represents (i) 34,597,335 Class A
ordinary shares in the form of ADSs held by Dasheng Global Limited, (ii) 275,000 Class A ordinary shares issuable to Dasheng
Global Limited upon the vesting of restricted share units within 60 days after November 29, 2023 and (iii) 30,390,321 Class B
ordinary shares held by Dasheng Global Limited.
(2) 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 Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). 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.
| CUSIP No. 16954L 204 |
13D/A |
Page 5 of 9 Pages |
| 1 |
Names of Reporting Persons
Dasheng Online Limited |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
15,535,423(1) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
15,535,423(1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,535,423(1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
4.6%. The voting power of the shares beneficially owned represented 12.2% of the total outstanding voting power.(4) |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
Notes:
(1) Represents 15,535,423 Class B ordinary shares held by
Dasheng Online Limited.
(2) 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 Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). 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.
| CUSIP No. 16954L 204 |
13D/A |
Page 6 of 9 Pages |
| 1 |
Names of Reporting Persons
Dasheng International Holdings Limited |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
81,119,054 (1) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
81,119,054 (1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,119,054 (1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(4) |
| 14 |
Type of Reporting Person (See Instructions)
CO |
| |
|
|
|
|
Notes:
(1) Represents (i) 186,180 Class A
ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the form of ADSs held
by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted
share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ting
Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after
November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B
ordinary shares held by Dasheng Online Limited.
(2) 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 Issuer’s holders of Class A ordinary
shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares that
the reporting person had the right to acquire within 60 days the date hereof). 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.
| CUSIP No. 16954L 204 |
13D/A |
Page 7 of 9 Pages |
| 1 |
Names of Reporting Persons
TB Family Trust |
| 2 |
Check the Appropriate Box if a Member of a Group |
| |
(a) |
¨ |
| |
(b) |
¨ |
| 3 |
SEC Use Only |
| 4 |
Source of Funds (See Instructions)
AF |
| 5 |
Check
Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
| 6 |
Citizenship or Place of Organization
Cayman Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7 |
Sole Voting Power
0 |
| 8 |
Shared Voting Power
81,119,054 (1) |
| 9 |
Sole Dispositive Power
0 |
| 10 |
Shared Dispositive Power
81,119,054 (1) |
| 11 |
Aggregate Amount Beneficially Owned by Each Reporting Person
81,119,054 (1) |
| 12 |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13 |
Percent of Class Represented by Amount in Row (11)
23.9%. The voting power of the shares beneficially owned represented 38.9% of the total outstanding voting power.(4) |
| 14 |
Type of Reporting Person (See Instructions)
OO |
| |
|
|
|
|
Notes:
(1) Represents (i) 186,180 Class A
ordinary shares in the form of ADSs held by Jack Jiajia Huang, (ii) 34,597,335 Class A ordinary shares in the form of ADSs held
by Dasheng Global Limited, (iii) 275,000 Class A ordinary shares issuable to Dasheng Global Limited upon the vesting of restricted
share units within 60 days after November 29, 2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ting
Shu, (v) 67,415 Class A ordinary shares issuable to Ting Shu upon the vesting of restricted share units within 60 days after
November 29, 2023, (vi) 30,390,321 Class B ordinary shares held by Dasheng Global Limited, and (vii) 15,535,423 Class B
ordinary shares held by Dasheng Online Limited.
(2) 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 Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of February 28, 2023 (taking into account the number of shares
that the reporting person had the right to acquire within 60 days the date hereof). 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.
| CUSIP No. 16954L 204 |
13D/A |
Page 8 of 9 Pages |
Explanatory Note
Pursuant to Rule 13d-2
promulgated under the Act, this Amendment No. 3 to Statement on Schedule 13D (this “Amendment”) amends and supplements
the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on July 25, 2022, as amended by Amendment
No. 1 thereto filed on October 5, 2022 and by Amendment No. 2 thereto filed on July 10, 2023 (as so amended, the “Statement”).
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement. All
capitalized terms used herein which are not defined herein have the meanings given to such terms in the Statement.
| Item 2. |
Identity and Background |
Items 2(b) through
(f) of the Statement are hereby amended and restated as follows:
(b), (c), and (f): Each of
Mr. Huang and Ms. Shu is a citizen of the People’s Republic of China. Mr. Huang and Ms. Shu are husband and
wife. Mr. Huang is the founder, chairman and chief executive officer of the Issuer. Ms. Shu is a co-founder and a director of
the Issuer.
Each of Dasheng Global,
Dasheng Online and Dasheng Holdings is a British Virgin Islands company. Mr. Huang is the sole director of Dasheng Global, and
Ms. Shu is the sole director of Dasheng Online. Each of Dasheng Global and Dasheng Online is wholly beneficially owned by
Dasheng Holdings, which is in turn wholly owned by the Trust, for which TMF (Cayman) Ltd. acts as the trustee (the
“Trustee”). S.B. Vanwall Ltd. is the sole director of Dasheng Holdings appointed by the Trustee. The settlors of
the Trust are Mr. Huang and Ms. Shu. Mr. Huang, Ms. Shu and their family members are beneficiaries under the
Trust. Pursuant to Section 13(d) of the Exchange Act, and the rules promulgated thereunder, Dasheng Holdings, the
Trust, the Trustee, Mr. Huang and Ms. Shu may be deemed to be a group, and each member of such group may be deemed to
beneficially own all of the ordinary shares beneficially owned by other members constituting such group. However, each of Dasheng
Holdings, the Trust, Mr. Huang and Ms. Shu disclaims beneficial ownership of any shares other than the abovementioned
(i) 186,180 Class A ordinary shares of the Issuer in the form of ADSs held by Mr. Huang, (ii) 34,597,335
Class A ordinary shares of the Issuer in the form of ADSs held by Dasheng Global, (iii) 275,000 Class A ordinary
shares of the Issuer issuable to Dasheng Global upon the vesting of restricted share units within 60 days after November 29,
2023, (iv) 67,380 Class A ordinary shares in the form of ADSs held by Ms. Shu, (v) 67,415 Class A ordinary
shares of the Issuer issuable to Ms. Shu upon the vesting of restricted share units within 60 days after November 29, 2023,
(vi) 30,390,321 Class B ordinary shares of the Issuer held by Dasheng Global, and (vii) 15,535,423
Class B ordinary shares of the Issuer held by Dasheng Online. All shares beneficially owned by the Trust are
beneficially owned by the Trustee solely in its capacity as trustee of the Trust. Accordingly, the Trustee, solely in its capacity
as trustee of the Trust, may be deemed to beneficially own all ordinary shares of the Issuer that are beneficially owned by the
Trust. However, the Trustee disclaims beneficial ownership of all ordinary shares of the Issuer.
The business address of each
Reporting Person is 24 Raffles Place #17-04 Clifford Centre, Singapore 048621.
(d) and (e): During the
last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Statement
is hereby amended and supplemented by the following:
| CUSIP No. 16954L 204 |
13D/A |
Page 9 of 9 Pages |
Dasheng
Global entered into a Rule 10b5-1 trading plan, dated as of June 30, 2023, with Tiger Brokers (Singapore) Pte Ltd (the
“2023 Trading Plan”). Under the 2023 Trading Plan, Dasheng Global proposes to purchase a total of 250,000 ADSs of the
Issuer. Pursuant to the 2023 Trading Plan, from October 20, 2023 through November 21, 2023, Dasheng Global has purchased
37,526 ADSs in the open market for approximately US$0.3 million, using its capital from previous disposition of its holding of the
Issuer’s ADSs (the “2023 Trading-Plan Purchases”). In addition, from August 31, 2023 through
September 23, 2023, Dasheng Global purchased a total of 26,315 ADSs of the Issuer in the open market for approximately US$0.2
million, using its capital from previous disposition of its holding of the Issuer’s ADSs (together with the 2023 Trading-Plan
Purchases, the “2023 Open-Market Purchases”).
Apart
from the 2023 Open-Market Purchases, (i) the 275,000 Class A ordinary shares of the Issuer issuable upon the vesting
of restricted share units within 60 days after the date hereof, to be held by Dasheng Global, and the 274,980 Class A ordinary shares
of the Issuer in the form of ADSs held by Dasheng Global, are shares issuable or issued to Mr. Huang pursuant to share awards granted
under the Issuer’s share incentive plans, and (ii) the 67,415 Class A ordinary shares of the Issuer issuable to Ms. Shu
upon the vesting of restricted share units and 67,380 Class A ordinary shares of the Issuer in the form of ADSs held by Ms. Shu,
are shares issuable or issued to Ms. Shu pursuant to share awards granted under the Issuer’s share incentive plans.
| Item 4. | Purpose of Transaction |
Item 4 of the Statement
is hereby amended and restated as follows:
The information set
forth in Item 3 is hereby incorporated by reference in its entirety. The Recent Open-Market Purchases and the 2023 Open-Market
Purchases were made for investment purposes.
Except for potential future
purchases under the 2023 Trading Plan and potential future receipt of awards that may be granted to Mr. Huang and Ms. Shu under
the Issuer’s share incentive plans, the Reporting Persons have no present plan or proposal to acquire additional securities of the
Issuer. They intend to review their shareholding on a regular basis and, as a result thereof, may at any time or from time to time determine,
either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately
negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open
market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve
one or more of the types of transactions or have one or more of the results described in subparagraphs (a) through (j) of Item
4 of Schedule 13D.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. |
Item 6 of the Statement
is hereby amended and supplemented by the following:
The
2023 Trading Plan is attached as Exhibit C hereto and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
Item7 of the Statement is hereby amended
and restated as follows:
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: November 29, 2023 |
|
| |
|
| Jack Jiajia Huang |
/s/ Jack Jiajia Huang |
| |
|
| Ting Shu |
/s/ Ting Shu |
| |
|
| Dasheng Global Limited |
By: |
/s/ Jack Jiajia Huang |
| |
Name: |
Jack Jiajia Huang |
| |
Title: |
Director |
| |
|
|
| Dasheng Online Limited |
By: |
/s/ Ting Shu |
| |
Name: |
Ting Shu |
| |
Title: |
Director |
| |
|
|
| Dasheng International Holdings Limited |
By: |
/s/ S.B. Vanwall Ltd. |
| |
Name: |
S.B. Vanwall Ltd. |
| |
Title: |
Director |
| |
|
|
| TB Family Trust |
By: |
/s/ TMF (Cayman) Ltd. |
| |
Name: |
TMF (Cayman) Ltd. |
| |
Title: |
Trustee |
Schedule I
60-Day Trading History
| Trade Date | |
Amount of ADSs (Each Representing 60
Class A Ordinary Shares) Purchased | | |
Weighted Average Price Per
ADS (US$) | |
| October 20, 2023 | |
| 7,388 | | |
| 7.92 | |
| October 24, 2023 | |
| 1,637 | | |
| 7.94 | |
| October 25, 2023 | |
| 685 | | |
| 7.97 | |
| October 26, 2023 | |
| 2,972 | | |
| 7.79 | |
| October 27, 2023 | |
| 5,781 | | |
| 7.93 | |
| October 30, 2023 | |
| 4,877 | | |
| 7.92 | |
| November 1, 2023 | |
| 2,008 | | |
| 7.83 | |
| November 2, 2023 | |
| 200 | | |
| 7.80 | |
| November 6, 2023 | |
| 512 | | |
| 7.80 | |
| November 7, 2023 | |
| 1,363 | | |
| 7.74 | |
| November 8, 2023 | |
| 1,296 | | |
| 7.86 | |
| November 10, 2023 | |
| 580 | | |
| 7.78 | |
| November 13, 2023 | |
| 711 | | |
| 7.82 | |
| November 14, 2023 | |
| 100 | | |
| 7.82 | |
| November 16, 2023 | |
| 3,127 | | |
| 7.76 | |
| November 17, 2023 | |
| 200 | | |
| 7.83 | |
| November 20, 2023 | |
| 3,489 | | |
| 7.97 | |
| November 21, 2023 | |
| 600 | | |
| 7.99 | |
The above transactions were effected by Dasheng Global in the open
market.
Exhibit C
Rule 10b5-1 Trading Plan Agreement
This plan dated June 30, 2023 (together with all possible
Exhibits hereto, this “Plan”) is between Dasheng Global Limited (the “Customer”) and Tiger Brokers (Singapore)
Pte. Ltd. (“TBSG”), acting as agent.
| 1. | This Plan is reached between the Customer and TBSG for the purpose of establishing a trading plan that
complies with the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). |
| 2. | The Customer is establishing this Plan in order to permit the trading of the American depository shares
(the “ADS”) representing Class A ordinary shares (the “Shares”, for purposes hereof including those
in the form of ADS) of 51 Talk Online Education Group (the “Issuer”), which are currently traded on the Nyse American
(the “Principal Market”), and/or the listed derivatives (the “Derivatives”, together with the Shares referred
to as the “Securities”) of the Shares, through the Customer’s account No. ****** at TBSG (the “Plan Account”). |
| B. | The Customer’s Representations, Warranties and Covenants |
| 1. | As of the date hereof, the Customer is not aware of any material non-public information concerning the
Issuer or the Shares and is not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent TBSG from
acting upon the instructions set forth in this Plan. The Customer is entering into this Plan in good faith and not as part of a plan or
scheme to evade compliance with Rule 10b5-1 under the Exchange Act or other applicable federal or state laws. |
| 2. | The Customer has not entered into or altered, and will not enter into or alter any corresponding or hedging
transaction or position with respect to the Securities during the term of this Plan. |
The Customer acknowledges that this Plan
shall comply with the requirements of Rule 10b5-1 (c) and that any amendment, modification, waiver or termination of this Plan
must be made in accordance with the provisions of Rule 10b5-1 (c).
| 3. | the Customer Agrees to: |
| a. | provide TBSG with a certificate dated as of the date of this Plan and signed by the Issuer substantially
in the form of Exhibit A (issuer representation) to this Plan prior to commencement of the Plan Period. |
| b. | notify TBSG’s dealing team by email as set forth in paragraph G.3 below as soon as practicable if the
Customer becomes aware of (i) the occurrence of any event contemplated by paragraph 4 of the certificate set forth as Exhibit A
to this Plan; (ii) a change in the Issuer’s insider trading policies, so that the trades to be made by TBSG for the Plan Account
pursuant to the Plan would violate these policies; or (iii) a determination by the Issuer’s board of directors or chief executive
officer that the trades pursuant to the Plan would have a material adverse effect on the Issuer’s financial condition. In the case of
a notice relating to clause (i) above, such notice shall indicate the anticipated duration of the restriction, but shall not include
any other information about the nature of the restriction or its applicability to the Customer and shall not in any way communicate any
material non-public information about the Issuer or the Shares to TBSG. Such notice shall be in addition to the notice required to be
given to TBSG by the Issuer pursuant to the certificate set forth as Exhibit A to this Plan. |
| 4. | The execution and delivery of this Plan by the Customer and the trades contemplated by this Plan will
not contravene any provision of applicable law or any agreement or other instrument binding on the Customer or any of the Customer’s affiliates
or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Customer or the Customer’s affiliates. |
| 5. | The Customer agrees with respect to the Securities, that until this Plan has been terminated, the Customer
shall not (i) enter into a binding contract with respect to the trade of the Securities with another broker, dealer or financial
institution (each, a “Financial Institution”), (ii) instruct another Financial Institution to trade the Securities or (iii) adopt
a plan for trading with respect to the Securities other than this Plan with another Financial Institution. Notwithstanding the foregoing,
the Customer shall notify TBSG in connection with any trade of the Securities prior to such trade. |
| 6. | The Customer agrees that it shall not, directly or indirectly, communicate any material, non-public information
relating to the Issuer or the Shares to any employee of TBSG or its affiliates who is involved, directly or indirectly, in executing this
Plan at any time while this Plan is in effect. |
| a. | to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act in a
timely manner, to the extent any such filings are applicable to the Customer. In order to promote compliance with such filing requirements,
TBSG agrees to use reasonable efforts to transmit transaction information for open market transactions under this Plan via email to the
Customer by the close of business on the day of any trade, and shall in any event transmit such information no later than the close of
the business on the first business day after any trade. Emails with transaction information shall be sent to: |
Email: ******
| b. | that the Customer shall at all times during the Plan Period, in connection with the performance of this
Plan, comply with all applicable laws, including, without limitation, Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder to the extent Section 16 is applicable. |
| 8. | The Customer understands and agrees that if the Customer is an affiliate or control person of the Issuer
for purposes of Rule 144 (“Rule 144”) of the Securities Act of 1933, as amended (the “Securities Act”),
or if the Securities (and in terms of the Derivatives, their underlying Shares) subject to the Plan are restricted securities subject
to limitations under Rule 144 or eligible for resale under Rule 145, then all trades of the Securities under the Plan will be
made in accordance with the applicable provisions of Rule 144, and - |
| a. | the Customer represents and warrants that the Securities (and in terms of the Derivatives, their underlying
Shares) subject to this Plan are currently eligible for sale under Rule 144. |
| b. | the Customer agrees not to take, and agrees to cause any person or entity with which the Customer would
be required to aggregate sales of Shares pursuant to paragraph (a)(2) or (e) of Rule 144 not to take, any action that would
cause the trades under this Plan not to meet all applicable requirements of Rule 144. |
| c. | the Customer agrees to complete, execute and deliver to TBSG Forms 144 for the trades to be effected under
this Plan, where applicable, at such times and in such number of copies as TBSG shall request, and following such delivery, TBSG agrees
to file such Forms 144 on behalf of the Customer as required by applicable law. |
| d. | the Customer hereby grants TBSG a power of attorney to complete and/or file on behalf of the Customer
any required Forms 144. Notwithstanding such power of attorney, the Customer acknowledges that TBSG shall have no obligation to complete
or file Forms 144 on behalf of the Customer except as set forth in subparagraph (c). |
| e. | where Rule 144 is applicable, TBSG agrees to conduct all trades under this Plan in accordance with
the manner of sale requirement of Rule 144 and in no event shall TBSG effect any trade if such trade would exceed the then-applicable
amount limitation under Rule 144, assuming TBSG’s trades under this Plan are the only trades subject to that limitation. |
| f. | the Customer agrees to complete, execute and deliver to TBSG a customer representation letter dated as
of the date of this Plan substantially in the form of Exhibit B to this Plan prior to the commencement of the Plan Period. |
| 9. | The Customer acknowledges and agrees that the Customer does not have, and shall not attempt to exercise,
any influence over how, when or whether to effect trades of Derivative under this Plan. |
| C. | Implementation of the Plan |
| 1. | The Customer hereby appoints TBSG as its broker and instructs TBSG or instructs TBSG to instruct its affiliates
to execute trades with respect to the Securities pursuant to the terms and conditions set forth below. Subject to such terms and conditions,
TBSG hereby accepts such appointment and instruction. |
| 2. | This Plan shall be effective from the Customer’s signature date. TBSG is authorized to begin trading the
Securities under this Plan commencing.(For directors and officers, their plan will not begin until the later of (a) 90 days after
the adoption of the Rule 10b5-1 plan or (b) two business days following the disclosure of the issuer’s financial results in
a Form 10-Q or Form 10-K for the fiscal quarter in which the plan was adopted or modified or, for FPI, in a Form 20-F or
Form 6-K. But in any event, the required cooling off period is subject to a maximum of 120 days after the adoption of the plan) at
the open of the Principal Market and shall cease trading the Securities on the earliest to occur of: (i) the date on which TBSG is
required to terminate trades under this Plan pursuant to paragraph D.1 below; (ii) the date on which TBSG receives notice of the
death of the Customer; (iii) the date that the Issuer or any other person publicly announces a tender or exchange offer with respect
to the Shares; (iv) the date of public announcement of a merger, acquisition, reorganization, recapitalization or comparable transaction
affecting the securities of the Issuer as a result of which the Shares will be exchanged or converted into shares of another company;
(v) the date on which TBSG receives notice of the commencement of any proceedings in respect of or triggered by the Customer’s bankruptcy
or insolvency; (vi) the date on which TBSG, Issuer or the Customer reasonably determines that the Plan does not comply with
Rule 10b5-1 or applicable securities laws; and (vii) Sept, 29, 2023 at the close of the Principal Market. |
(the period during which TBSG is authorized
to trade Securities under this paragraph C.2 is referred to in this Plan as the “Plan Period”).
| 3. | During the Plan Period, TBSG shall use reasonable efforts to trade the Securities pursuant to the instructions
set forth in Exhibit C to this plan. (the total amount of Securities that TBSG is authorized to trade under this paragraph C.3 is
referred to in this Plan as the “Instructed Amount”). |
Subject to the restrictions set forth
in this paragraph C.3 above, TBSG shall trade the Instructed Amount under ordinary principles of best execution at the then-prevailing
market price. If, consistent with ordinary principles of best execution or for any other reason, TBSG cannot trade the amount instructed
to be sold for each trading day under paragraph C.3, then (select one):
x the amount of such shortfall may be traded
as soon as practicable from the next trading day at the beginning of the Principal Market under ordinary principles of best execution.
¨
TBSG’s obligation to trade Securities for that day under this Plan shall be deemed to have been satisfied.
Nevertheless, if any such shortfall exists
after the close of trading on the last trading day of the Plan Period, TBSG’s authority to trade such Securities for the Plan Account
under this Plan shall terminate.
The above trade limits and prices referred
to in this Plan shall be adjusted automatically on a proportionate basis to take into account any stock split, reverse stock split or
stock dividend with respect to the Shares or any change in capitalization with respect to the Issuer that occurs during the Plan Period
and that affects the Shares. The Customer or the Issuer will give written notice to TBSG of any such event in a timely fashion such that
TBSG can instruct TBSG to make an adjustment, if necessary, to the trades due under this Plan.
TBSG shall have complete discretion as
to the time per trading day to make those trades set forth above. The Customer may not discuss with TBSG the timing of the trading in
the Securities on the Customer’s behalf (other than to confirm these instructions and describe/explain them if necessary).
The Customer understands and agrees that
during the Issuer’s trading window period (determined pursuant to the Issuer’s insider trading policies), these instructions cannot be
revoked/amended except in connection with a termination/amendment of the Plan under paragraph D below and that the Customer will not have
the ability to exercise any discretion with regards to how, when or whether to effect trades of the Securities.
Notwithstanding the forgoing instructions,
during the Plan Period, where Rule 144 is applicable, in no event shall TBSG trade more than the maximum allowable volume pursuant
to Rule 144 in any three-month period, assuming TBSG’s trades under this Plan are the only trades subject to that limitation.
| 4. | TBSG shall not trade Securities under this Plan at any time when: |
| a. | TBSG, in its sole discretion, has determined that a market disruption, banking moratorium, outbreak or
escalation of hostilities or other crisis or calamity has occurred, or |
| b. | TBSG, in its sole discretion, has determined that it is prohibited from doing so by a legal, contractual
or regulatory restriction applicable to it or its affiliates or to the Customer or the Customer’s affiliates (other than any such restriction
relating to the Customer’s possession or alleged possession of material non-public information about the Issuer or the Shares), or |
| c. | TBSG has received notice from the Issuer or the Customer of the occurrence of any event contemplated by
paragraph 4 of the certificate set forth as Exhibit A to this Plan, or |
| d. | a trade effected under the Plan fails to comply (or in the reasonable opinion of TBSG is not likely to
comply) with Rule 144 (where Rule 144 is applicable), or |
| e. | TBSG has received notice from the Customer to terminate this Plan in accordance with paragraph D.1 below. |
| a. | the Customer agrees to deliver the total number of Securities (and in terms of the Derivatives, their
underlying Shares) to be traded (only those the trading of which is deemed a sale of the Shares for purposes of Rule 144) under this
Plan (with the amount to be estimated by the Customer in good faith, if the daily trade amount is designated as an aggregate dollar amount),
into the Plan Account and the Shares will be in street name, electronically transferable form, without legend or stop transfer within
the Plan Account prior to the close of the Principal Market on the business day preceding the commencement of trades under this Plan,
or this Plan may be terminated or suspended as deemed necessary by TBSG without prior notice. |
| b. | TBSG agrees to notify the Customer promptly if at any time during the Plan Period the number of Shares
in the Plan Account is less than the necessary number for the Securities to be traded under this Plan. Upon such notification, the Customer
agrees to deliver promptly to the Plan Account the number of Shares necessary to eliminate this shortfall, upon the failure of which this
Plan may be terminated or suspended as deemed necessary by TBSG without prior notice. |
| 6. | The Customer may instruct TBSG to trade the Securities other than pursuant to this Plan. The parties hereto
agree that any such transaction (i) will not be deemed to modify this Plan unless the Customer so requests in writing in accordance
with paragraph D.2&3 below and (ii) will be given by the Customer to TBSG only if such transaction does not contravene any of
the representations, warranties or covenants set forth in Section B of this Plan. |
| D. | Amendment and Termination |
| 1. | This Plan may not be terminated prior to the end of the Plan Period, except that: |
| a. | it may be terminated by the Customer at any time during the Issuer’s trading window period upon one day’s
prior written notice sent to TBSG’s project manager via telephone and email as set forth in paragraph G.3 below; and |
| b. | it may be terminated pursuant to Paragraph C.5 of this Plan; |
| c. | it may be, at TBSG’s option, terminated if TBSG has received notice from the Issuer of the occurrence
of any event contemplated by paragraph 4 of the certificate set forth as Exhibit A to this Plan. |
| 2. | Notwithstanding the provisions of paragraph D.1. herein, this Plan may only be amended or terminated pursuant
to the Issuer’s insider trading policies, and only after pre-clearance by the Issuer. |
| 3. | Unless the requirements herein are waived by TBSG, this Plan may be amended (including being terminated
outside the Issuer’s trading window period) by the Customer only upon the written consent of TBSG and receipt by TBSG of the following
documents, each dated as of the date of such amendment: |
| a. | a representation signed by the Issuer substantially in the form of Exhibit A to this Plan, |
| b. | a certificate signed by the Customer certifying that the representations and warranties of the Customer
contained in this Plan are true at and as of the date of such certificate as if made at and as of such date, and |
| c. | the customer representation letter completed and executed by the Customer substantially in the form of
Exhibit B to this Plan. |
| E. | Indemnification; Limitation of Liability |
| a. | the Customer agrees to indemnify and hold harmless TBSG and its directors, officers, employees and affiliates
and any directors, officers, employee of its affiliates from and against all claims, losses, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) arising
out of or attributable to TBSG’s actions taken or not taken in compliance with this Plan or arising out of or attributable to any breach
by the Customer of this Plan (including the Customer’s representations and warranties in this Plan) or any violation by the Customer of
applicable laws or regulations; provided, however, that the indemnification provisions of this paragraph E.1.a. shall not apply in the
case of any claims, losses, damages or liabilities finally judicially determined to have resulted from TBSG’s gross negligence or willful
misconduct. This indemnification shall survive termination of this Plan. |
| b. | Notwithstanding any other provision of this Plan, neither party shall be liable to the other party for: |
| (i) | special, indirect, punitive, exemplary or consequential damages, or incidental losses or damages of any
kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen, or |
| (ii) | any failure to perform or to cease performance or any delay in performance that results from a cause or
circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes,
failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God.” |
| 2. | The Customer has consulted with the Customer’s own advisors as to the legal, tax, business, financial
and related aspects of, and has not relied upon TBSG or any person affiliated with TBSG in connection with the Customer’s adoption and
implementation of this Plan. |
| 3. | The Customer acknowledges and agrees that in performing the Customer’s obligations under this Plan, neither
TBSG nor any of its affiliates nor any of their respective officers, employees or other representatives is exercising any discretionary
authority or discretionary control respecting management of the Customer’s assets, or exercising any authority or control respecting management
or disposition of the Customer’s assets, or otherwise acting as a fiduciary (within the meaning of Section 3(21) of the Employee
Retirement Income Security Act of 1974, as amended, or Section 2510.3-21 of the Regulations promulgated by the United States Department
of Labor) with respect to the Customer or the Customer’s assets. Without limiting the foregoing, the Customer further acknowledges and
agrees that neither TBSG nor any of its affiliates nor any of their respective officers, employees or other representatives has provided
any “investment advice” within the meaning of such provisions, and that no views expressed by any such person will serve as
a primary basis for investment decisions with respect to the Customer’s assets. |
This Agreement is governed by the laws
of the Republic of Singapore and the terms hereof in confliction with the law provisions will be void. The Republic of Singapore has the
exclusive right of jurisdiction over disputes related to this Agreement.
| 1. | The Customer shall pay TBSG $0.031 per ADS traded, $2.95 per contract of the Derivatives traded. |
| 2. | This Plan constitutes the entire agreement between the parties with respect to this Plan and supersedes
any prior agreements or understandings with regards to the trades of the Securities between the parties. |
| 3. | All notices to TBSG under this Plan shall be given to TBSG’s dealing team in the manner specified by this
Plan by email at dealing@tigerbrokers.com.sg |
Notices to the Customer shall be given
to:
Address: 6th Floor Deshi
Building, NO.9 East Shangdi Road, Haidian District, Beijing, China
Attn: Huang
Jiajia
Tel: ******
Email: ******
| 4. | Each party’s rights and obligations under this Plan may not be assigned or delegated without the written
permission of the other party, which may be withheld in such party’s sole discretion. However, TBSG could assign or delegate the rights
and obligations under this Plan to its affiliates. |
| 5. | This Plan may be signed and delivered in electronic format in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures on all counterparts were upon the same instrument. |
| 6. | If any provision of this Plan is or becomes inconsistent with any applicable present or future law, rule or
regulation, that provision will be deemed modified or, if necessary, rescinded in order to comply with the relevant law, rule or
regulation. All other provisions of this Plan will continue and remain in full force and effect. |
| 7. | This Plan shall be applicable to agreements made and to be fully performed therein and may be modified
or amended only by a writing signed by the parties to this Plan. |
IN WITNESS WHEREOF, the undersigned have signed this Plan as of the
date first written above.
The Customer’s full name：
Dasheng Global Limited
Date: June 30, 2023
Signature:/s/ Huang Jiajia
Print Name: Huang Jiajia
Title: Director |
Tiger Brokers (Singapore) Pte. Ltd.
Date: June 30, 2023
Signature: /s/ Eng Thiam Choon
Print Name: Eng Thiam Choon
Title: CEO |
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