Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
28 Januar 2022 - 6:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of January 2022
Commission File Number: 001-38430
OneSmart International Education Group Limited
2161 North Zhongshan Road
Putuo District, Shanghai
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Change of Chief Executive Officer
Resignation of Mr. Xi Zhang
On January 24, 2022,
Mr. Xi Zhang resigned from his positions as the Chief Executive Officer (the “CEO”) of OneSmart International
Education Group Limited (the “Company”), and as the chairman of the Company’s board of directors (the “Board”),
effective immediately. Mr. Xi Zhang’s resigned for health reasons and is not as a result of any disagreement with the Company
relating to its operations, policies or practices.
Appointment of Mr. Xiaoming Li
Effective January 24,
2022, the Board appointed Mr. Xiaoming Li as the CEO of the Company and chairman of the Board to fill the vacancy created by the
resignation of Mr. Xi Zhang.
The biographical information
of Mr. Xiaoming Li is set forth below.
Mr. Xiaoming
Li, aged 39, has served as the CEO of Henan Shenglong Culture Communication Co., Ltd. since December 2019. From December 2016
to May 2019, he served as the chief technical officer of Shenzhen Aladdin Technology Development Co., Ltd. Mr. Li served
as a professor at Henan Agricultural University’s enterprise, Henan Big Feed Technology Co., Ltd., where he taught in the teaching
and research department, as well as actively researching the development and direction of contemporary education and new educational technology
systems. Mr. Li graduated from Henan University of Economics and Law, China, with a bachelor’s degree in software engineering
with a concentration in IT and education.
Mr. Xiaoming
Li does not have a family relationship with any director or executive officer of the Company and has not been involved in any transaction
with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Mr. Xiaoming
Li entered into an employment agreement (the “Employment Agreement”) with the Company, which sets his annual compensation
at $180,000 and establishes other terms and conditions governing his service to the Company. The Employment Agreement is qualified
in its entirety by reference to the complete text of the Employment Agreement, which is filed hereto as Exhibit 99.1.
Entry into Material Agreement
Private Placement of Class A Ordinary
Shares
On January 24, 2022,
the Company entered into certain securities purchase agreement (the “SPA”) with certain non-affiliated and accredited
“non-U.S. Persons” ,(the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended
(the “Securities Act”), pursuant to which the Company agreed to sell 8,000,000,000 Class A ordinary shares, (the
“Shares”) par value $0.000001 per share, at a per share purchase price $0.0035625, which is 90% of the average NYSE
official closing price of the ADS divided by 1,000, the current conversion ratio of ADS, for the three trading days immediately preceding
the execution of the SPA. The gross proceeds to the Company from this offering will be approximately $30 million and shall be used to
fund the Company’s planned new business model and for general corporate use as previously outlined in the 6K filed January 5,
2022
The parties to the SPA have
each made customary representations, warranties and covenants. The Shares will be issued to Purchasers upon satisfaction of all closing
conditions, including NYSE’s completion of its review of the supplemental listing application of the Shares.
The Shares to be issued in
the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated
thereunder.
The form of the SPA is filed
as Exhibit 99.2 to this Current Report on Form 6-K and such document is incorporated herein by reference. The foregoing is only
a brief description of the material terms of the SPA, and does not purport to be a complete description of the rights and obligations
of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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OneSmart International Education Group Limited
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By
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/s/ Xiaoming Li
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Name
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Xiaoming Li
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Title
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Chairman of the Board of Directors and Chief Executive Officer
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Date: January 28, 2022
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