* Calculation based on the number of Class A ordinary shares outstanding as of September 30, 2023, according to the Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on November 22, 2023. 2 American depositary shares represent 1 class A ordinary share. 

 

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Item 1(a)

Name of Issuer:

 Sunlands Technology Group

 

Item 1(b)

Address of issuer's principal executive offices:

 Building 4-6, Chaolai Science Park, No. 36, Chuangyuan Road, Chaoyang District, Beijing, 100012, the People’s Republic of China

Item 2(a)

Name of Person Filing:

 This Schedule 13G (the "Schedule 13G") is being jointly filed by the following persons (collectively, the "Reporting Persons" and each a "Reporting Person"):
(i) Diamond Tower Investments Limited;
(ii) Orchid Asia VI, L.P.;
(iii) Orchid Asia V Co-Investment, Limited;
(iv) OAVI Holdings, L.P.;
(v) Orchid Asia VI GP, Limited;
(vi) Orchid Asia V Group Management, Limited;
(vii) Orchid Asia V Group, Limited;
(viii) AREO Holdings Limited; and
(ix) Ms. Lam Lai Ming

Item 2(b)

Address of principal business office or, if none, residence:

The address of principal business office of Diamond Tower Investments Limited and AREO Holdings Limited is:
c/o Vistra Corporate Services Centre Wickhams Cay II, Road Town Tortola, VG 1110, British Virgin Islands

The address of principal business office of Orchid Asia VI, L.P., OAVI Holdings, L.P., Orchid Asia VI GP, Limited, Orchid Asia V Group Management, Limited, Orchid Asia V Group, Limited is:
c/o Maples Corporate Services Limited PO Box 309, Ugland House Grand Cayman, KY1-1104 Cayman Islands

The address of principal business office of Orchid Asia V Co-Investment, Limited is:  
c/o Corporate Management Solutions (Cayman) ltd. Two Artillery Court, 2/F, 161 Shedden Road PO box 799, George Town Grand Cayman, KY1-1103 Cayman Islands

The address of principal business office of Ms. Lam Lai Ming is:
c/o Suite 6812-13, 68th Floor, The Center, 99 Queen's Road Central, Central, Hong Kong. 

Item 2(c)

Citizenship:

 The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person's cover page.

Item 2(d)

Title of class of securities:

Item 2(e)

CUSIP No.:

 86740P207

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or

240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Item 4.

Ownership

The information set forth in Rows 5 through 11 of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.

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Item 5.

Ownership of 5 Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than 5 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.

 Please see Exhibit B

Item 8.

Identification and Classification of Members of the Group.

 Not applicable.

Item 9.

Notice of Dissolution of Group.

 Not applicable.

Not applicable. 

 

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EXHIBIT B

Diamond Tower Investments Limited, Orchid Asia VI, L.P. and Orchid Asia V Co-Investment, Limited are part of Orchid Asia V Group, Limited, an investment complex that focuses on companies in Asia and China in particular. 

Orchid Asia VI, L.P. and Orchid Asia V- Co Investment, Limited are the immediate shareholders of Diamond Tower Investments Limited.  

OAVI Holdings, L.P. is the general partner of Orchid Asia VI, L.P. Orchid Asia VI GP, Limited is the general partner of OAVI Holdings, L.P. which is in turned a wholly owned subsidiary of Orchid Asia V Group Management, Limited.

Orchid Asia V Group Management Ltd. is a wholly-owned subsidiary of Orchid Asia V Group, Limited and is also the investment manager of Orchid Asia VI, L.P.

Orchid Asia V Group, Limited is a wholly-owned subsidiary of AREO Holdings Limited. AREO Holdings Limited is wholly-owned by Ms. Lam Lai Ming.

AREO Holdings Limited is also the controlling shareholder of Orchid Asia V Co-Investment, Limited.