SC 13G/A: Gaotu Techedu Inc.
Ticker: GOTU · Form: SC 13G/A · Filed: Nov 27, 2024 · CIK: 1768259
Sentiment: neutral
Topics: sc-13g-a
AI Summary
SC 13G/A filing by Gaotu Techedu Inc..
Risk Assessment
Risk Level: low
Filing Stats: 1,815 words · 7 min read · ~6 pages · Grade level 11.9 · Accepted 2024-11-27 06:02:40
Key Financial Figures
- $0.0001 — Class A ordinary shares, par value of $0.0001 per share (Title of Class of Securiti
Filing Documents
- schedule_13g_amendment_n.htm (SC 13G/A) — 87KB
- 0000950170-24-131242.txt ( ) — 89KB
(a). Name of Issuer
Item 1(a). Name of Issuer: Gaotu Techedu Inc.
(b). Address of Issuer’s Principal Executive Offices
Item 1(b). Address of Issuer’s Principal Executive Offices: Pactera Building, 10 Xibeiwang East Road Haidian District, Beijing 100193 People’s Republic of China
(a). Name of Person Filing
Item 2(a). Name of Person Filing: Larry Xiangdong Chen Ebetter International Group Limited
(b). Address of Principal Business Office, or, if none, Residence
Item 2(b). Address of Principal Business Office, or, if none, Residence: Larry Xiangdong Chen Pactera Building, 10 Xibeiwang East Road Haidian District, Beijing 100193 People’s Republic of China Ebetter International Group Limited OMC Chambers, Wickhams Cay 1 Road Town, Tortola, British Virgin Islands
(c). Citizenship
Item 2(c). Citizenship: Larry Xiangdong Chen — People’s Republic of China Ebetter International Group Limited — British Virgin Islands
(d). Title of Class of Securities
Item 2(d). Title of Class of Securities: Ordinary shares, par value $0.0001 per share, of the Issuer The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class B ordinary share is entitled to ten (10) votes per share, whereas each Class A ordinary share is entitled to one vote per share.
(e). CUSIP No
Item 2(e). CUSIP No.: 36257Y 109 This CUSIP number applies to the ADSs, every three ADSs representing two Class A ordinary shares of the Issuer. The CUSIP number of Class A ordinary shares is G4165J 104. 4 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
Ownership
Item 4. Ownership: The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of September 30, 2024: Amount beneficially owned Percent of class Percent of aggregate voting power Sole power to vote or direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition of Shared power to dispose or to direct the disposition of Larry Xiangdong Chen 81,619,817 (1) 48.1% (2) 89.4% (3) 81,619,817 (1) 0 81,619,817 (1) 0 Ebetter International Group Limited 74,105,288 (4) 43.7% (2) 88.5% (3) 74,105,288 (4) 0 74,105,288 (4) 0 (1) Represents 73,305,288 Class B ordinary shares and 800,000 Class A ordinary shares held by Ebetter International Group Limited, a British Virgin Islands company, and 7,514,529 Class A ordinary shares represented by 11,271,794 ADSs held by Mr. Larry Xiangdong Chen. Ebetter International Group Limited is ultimately owned by The Better Learner Trust, a trust established under the laws of the Cayman Islands and managed by Cantrust (Far East) Limited as the trustee. Mr. Larry Xiangdong Chen is the settlor of The Better Learner Trust, and he and his family members are the trust’s beneficiaries. Under the terms of this trust, Mr. Larry Xiangdong Chen has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares of the Issuer held by Ebetter International Group Limited. Mr. Larry Xiangdong Chen is the sole director of Ebetter International Group Limited. (2) The percentage of the class of securities beneficially owned by each reporting person is based on a total of 169,556,395 issued and outstanding ordinary shares, being the sum of 96,251,107 Class A ordinary shares and 73,305,288 Class B ordinary shares, as of September 30, 2024. In computing the percentage ownership of the reporting per
Ownership of Five Percent or Less of a Class
Item 5. Ownership of Five Percent or Less of a Class: Not applicable
Ownership of More than Five Percent on Behalf of Another Person
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 Control Person: Not applicable 5
Identification and Classification of Members of the Group
Item 8. Identification and Classification of Members of the Group: Not applicable
Notice of Dissolution of Group
Item 9. Notice of Dissolution of Group: Not applicable
Certifications
Item 10. Certifications: Not applicable 6 LIST OF EXHIBITS Exhibit 99.1 — Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on February 5, 2020 by the reporting persons with the Securities and Exchange Commission) 7 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 27, 2024 Larry Xiangdong Chen /s/ Larry Xiangdong Chen Ebetter International Group Limited By: /s/ Larry Xiangdong Chen Name: Larry Xiangdong Chen Title: Director [Signature Page to Schedule 13G/A]