UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment No. )*
| Hywin Holdings Ltd. |
| (Name of Issuer) |
| Ordinary Shares, par value of $0.0001 per share |
| (Title of Class of Securities) |
| 44951X104 |
| (CUSIP Number) |
| December 31, 2021 |
| (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)
x 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).
(Continued on following pages)
| Page 1 of 5 | |
| CUSIP NO.: 44951X104 | |
| (1) | NAME OF REPORTING PERSONS | ||
| HAN Hongwei | |||
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) | ¨ | ||
| (b) | ¨ | ||
| (3) | SEC USE ONLY | ||
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| People’s Republic of China | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER |
| 39,850,000 ordinary shares. See Item 4. | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 39,850,000 ordinary shares. See Item 4. | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 39,850,000 ordinary shares. See Item 4. | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 71.16%. See Item 4. | |
| (12) | TYPE OF REPORTING PERSON* |
| IN |
[Table footnote if any]
| Page 2 of 5 | |
| CUSIP NO.: 44951X104 | |
| (1) | NAME OF REPORTING PERSONS | ||
| Grand Lead Group 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 |
| 39,850,000 ordinary shares. See Item 4. | ||
| (6) | SHARED VOTING POWER | |
| 0 | ||
| (7) | SOLE DISPOSITIVE POWER | |
| 39,850,000 ordinary shares. See Item 4. | ||
| (8) | SHARED DISPOSITIVE POWER | |
| 0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| 39,850,000 ordinary shares. See Item 4. | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |
| ¨ | |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| 71.16%. See Item 4. | |
| (12) | TYPE OF REPORTING PERSON* |
| CO |
| Page 3 of 5 |
| Item 1(a). | Name of Issuer: |
Hywin Holdings Ltd.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
F3, Hywin Financial Centre
8 Yincheng Mid. Road
Pudong New District, Shanghai 200120
People’s Republic of China
| Item 2(a). | Name of Person Filing: |
HAN Hongwei
Grand Lead Group Limited
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
HAN Hongwei
F3, Hywin Financial Centre
8 Yincheng Mid. Road
Pudong New District, Shanghai 200120
People’s Republic of China
Grand Lead Group Limited
F4, Banco Popular Building, Road Town
Tortola VG1110
British Virgin Islands
| Item 2(c). | Citizenship or Place of Organization: |
HAN Hongwei--- People’s Republic of China
Grand Lead Group Limited --- British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Ordinary shares, par value of $0.0001 per share
| Item 2(e). | CUSIP Number: |
44951X104
Item 3. Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
Not applicable
Item 4. Ownership:
The following information with respect to the ownership of the ordinary shares by each of the reporting persons is provided as of December 31, 2021:
| Number of shares as to which such person has: | |||||||||||||||||||
| Reporting Person | Amount Beneficially Owned | Percent
of Class(1) | 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 | |||||||||||||
| HAN Hongwei | 39,850,000 | (2) | 71.16 | % | 39,850,000 | (2) | 0 | 39,850,000 | (2) | 0 | |||||||||
| Grand Lead Group Limited | 39,850,000 | 71.16 | % | 39,850,000 | 0 | 39,850,000 | 0 | ||||||||||||
(1) The percentage of the class of securities beneficially owned by each reporting person is based on 56,000,000 outstanding ordinary shares as of December 31, 2021.
(2) Includes 39,850,000 ordinary shares that directly held by Grand Lead Group Limited, a British Virgin Islands company. Grand Lead Group Limited is wholly owned by Mr. HAN Hongwei. Mr. HAN Hongwei is the sole director of Grand Lead Group Limited. The registered address of Grand Lead Group Limited is Floor 4, Banco Popular Building, Road Town, Tortola VG1110, British Virgin Islands.
| Page 4 of 5 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not applicable
| 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
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certifications:
Not applicable
| Page 5 of 5 |
LIST OF EXHIBITS
| Exhibit 99.1 — Joint Filing Agreement |
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: February 17, 2022
| HAN Hongwei | ||
| /s/ HAN Hongwei | ||
| Grand Lead Group Limited | ||
| By: | /s/ HAN Hongwei | |
| Name: | HAN Hongwei | |
| Title: | Chairman of the Board |
[Signature Page to Schedule 13G]
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of Hywin Holdings Ltd., a Cayman Islands holding company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 17, 2022.
| HAN Hongwei | ||
| /s/ HAN Hongwei | ||
| Grand Lead Group Limited | ||
| By: | /s/ HAN Hongwei | |
| Name: | HAN Hongwei | |
| Title: | Chairman of the Board |