Amended Statement of Ownership (sc 13g/a)
2022年2月10日 - 8:10PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
RYB Education, Inc.
(Name of Issuer)
Class A Ordinary Shares, par value $0.001
per share
(Title of Class of Securities)
G77305 103
(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:
¨
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Rule 13d-1(b)
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¨
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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 disclosures provided in a prior cover page.
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. G77305 103
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Page 2
of 8 pages
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1
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Name of Reporting Person
Yanlai Shi
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
People’s Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
4,539,679. See Item 4.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
4,539,679. See Item 4.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,539,679. See Item 4.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
14.5%. See Item 4.
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12
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Type of Reporting Person
IN
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CUSIP
No. G77305 103
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Page 3
of 8 pages
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1
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Name of Reporting Person
Bloom Star Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
1,194,865. See Item 4.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,194,865. See Item 4.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,194,865. See Item 4.
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10
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
4.1%. See Item 4.
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12
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Type of Reporting Person
CO
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CUSIP
No. G77305 103
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Page 4
of 8 pages
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1
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Name of Reporting Person
RYB Education Limited
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2
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Check the Appropriate Box if a Member of a Group
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(a)
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¨
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(b)
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¨
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
Cayman Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
1,164,881. See Item 4.
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6
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Shared Voting Power
0
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7
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Sole Dispositive Power
1,164,881. See Item 4.
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8
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Shared Dispositive Power
0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,164,881. See Item 4.
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
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11
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Percent of Class Represented by Amount in Row 9
4.0%. See Item 4.
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12
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Type of Reporting Person
CO
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CUSIP
No. G77305 103
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Page 5
of 8 pages
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Item 1(a).
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Name of Issuer:
RYB Education, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
4/F, No. 29 Building, Fangguyan Section 1, Fangzhuang, Fengtai District, Beijing 100078, People’s Republic of China.
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Item 2(a).
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Name of Person Filing:
Yanlai Shi, Bloom Star Limited and RYB Education Limited (collectively, the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
The address of the Reporting Persons is c/o 4/F, No. 29 Building, Fangguyan Section 1, Fangzhuang, Fengtai District, Beijing 100078, People’s Republic of China.
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Item 2(c)
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Citizenship:
Yanlai Shi is a citizen of the People’s Republic of China. Bloom Star Limited is a British Virgin Islands company. RYB Education Limited is Cayman Islands company.
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Item 2(d).
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Title of Class of Securities:
Class A ordinary shares, par value $0.001 per share
The Issuer’s ordinary shares consist of Class A ordinary
shares and Class B ordinary shares. 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. Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
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Item 2(e).
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CUSIP Number:
G77305 103
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Item 3.
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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:
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Not applicable
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Item 4.
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Ownership:
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Reporting Person
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Amount
beneficially
owned:
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Percent
of class:
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Percent of
aggregate
voting
power:
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Sole power to
vote or direct
the vote:
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Shared power
to vote or to
direct the vote:
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Sole power to
dispose or to
direct the
disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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Yanlai Shi
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4,539,679
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(1)
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1.5
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%(2)
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24.6
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%(3)
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4,539,679
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(1)
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0
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4,539,679
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(1)
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0
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Bloom Star Limited
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1,194,865
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(4)
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4.1
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%(2)
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13.0
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%(3)
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1,194,865
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(4)
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0
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1,194,865
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(4)
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0
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RYB Education Limited
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1,164,881
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(5)
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4.0
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%(2)
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9.8
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%(3)
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1,164,881
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(5)
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0
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1,164,881
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(5)
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0
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(1)
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Represents
(i) 1,194,865 Class B ordinary shares held by Bloom Star Limited, a British
Virgin Islands company, (ii) 300,741 Class A ordinary shares and 864,140 Class B
ordinary shares held by RYB Education Limited, a Cayman Islands company, (iii) 1,984,933
Class A ordinary shares issuable to Noble Hero Holdings Limited, a British Virgin Islands
company, upon exercise of option within 60 days after December 31, 2021, and (iv) 195,000
Class A ordinary shares issuable to Ms. Yanlai Shi upon exercise of restricted
share units within 60 days after December 31, 2021. Bloom Star Limited, Noble Hero Holdings
Limited and RYB Education Limited are all ultimately owned by The Noble Hero Trust, a trust
established under the laws of Guernsey and managed by Credit Suisse Trust Limited as the
trustee. Ms. Yanlai Shi is the settlor of The Noble Hero Trust, and Ms. Yanlai
Shi and her family members are the trust’s beneficiaries. Under the terms of this trust,
Ms. Yanlai Shi 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 Bloom Star Limited, Noble Hero Holdings Limited and RYB Education Limited.
Ms. Yanlai Shi is the sole director of each of these companies.
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CUSIP
No. G77305 103
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Page 6
of 8 pages
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(2)
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The
percentage of class of securities beneficially owned by each Reporting Person is based on
a total of 29,213,801 ordinary shares (being the sum of 22,264,660 Class A ordinary
shares and 6,949,141 Class B ordinary shares) of the Issuer outstanding as of December 31,
2021 as a single class. In computing the percentage ownership of the Reporting Persons, we
have included shares that the Reporting Persons have the right to acquire within 60 days,
including through the exercise of any option, warrant or other right or the conversion of
any other security, after December 31, 2021.
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(3)
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For
each Reporting Person, percentage of aggregate voting power is calculated by dividing the
voting power beneficially owned by such Reporting Person by the voting power of all of the
Issuer’s Class A and Class B ordinary shares as a single class.
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(4)
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Represents
1,194,865 Class B ordinary shares held by Bloom Star Limited, a British Virgin
Islands company.
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(5)
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Represents
300,741 Class A ordinary shares and 864,140 Class B ordinary shares held by
RYB Education Limited, a Cayman Islands company.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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CUSIP
No. G77305 103
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Page 7
of 8 pages
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LIST OF EXHIBITS
CUSIP
No. G77305 103
|
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Page 8
of 8 pages
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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 10, 2022
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Yanlai Shi
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/s/ Yanlai Shi
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Bloom Star Limited
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By:
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/s/ Yanlai Shi
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Name:
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Yanlai Shi
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Title:
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Director
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RYB Education Limited
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By:
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/s/ Yanlai Shi
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Name:
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Yanlai Shi
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Title:
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Director
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RYB Education (NYSE:RYB)
過去 株価チャート
から 12 2024 まで 1 2025
RYB Education (NYSE:RYB)
過去 株価チャート
から 1 2024 まで 1 2025
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