Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 2
of 12
|
|
1.
|
Names of Reporting Persons
Shanghai Huasheng Lingfei Equity Investment (Limited Partnership)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 3
of 12
|
|
1.
|
Names of Reporting Persons
Shanghai Huasheng Xinhang Equity Investment Management Center (Limited
Partnership)
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 4
of 12
|
|
1.
|
Names of Reporting Persons
Shanghai Quanyuan Investment Co., Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 5
of 12
|
|
1.
|
Names of Reporting Persons
Huagan (Shanghai) Business Consulting Co., Ltd.
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 6
of 12
|
|
1.
|
Names of Reporting Persons
CR Investment (HK) Limited
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Hong Kong SAR, People’s Republic of China
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 7
of 12
|
|
1.
|
Names of Reporting Persons
CR Investments Corporation
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 8
of 12
|
|
1.
|
Names of Reporting Persons
China Renaissance Holdings Limited
|
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b)
¨
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
76,667,113
Class A Ordinary Shares
|
|
6.
|
Shared Voting Power
0
|
|
7.
|
Sole Dispositive Power
76,667,113
Class A Ordinary Shares
|
|
8.
|
Shared Dispositive Power
0
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
76,667,113
Class A Ordinary Shares
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)¨
|
|
11.
|
Percent of Class Represented by Amount in Row (9)
6.2%
|
|
12.
|
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 9
of 12
|
|
|
Item 1(a).
|
Name of Issuer:
|
Zhangmen Education Inc.
|
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
No.82 Tongjia Road, Hongkou District,
Shanghai, People’s Republic of China
|
|
Item 2(a).
|
Name of Person Filing:
|
Shanghai Huasheng Lingfei Equity Investment (Limited Partnership);
Shanghai Huasheng Xinhang Equity Investment Management Center
(Limited Partnership);
Shanghai Quanyuan Investment Co., Ltd.;
Huagan (Shanghai) Business Consulting Co., Ltd.;
CR Investment (HK) Limited;
CR Investments Corporation; and
China Renaissance Holdings Limited.
|
|
Item 2(b).
|
Address or Principal Business Office or, if None, Residence:
|
Registered office of Shanghai Huasheng Lingfei Equity Investment
(Limited Partnership):
Building C, No. 888 Huanhu Road
(W-2), Nanhui New Town, Pudong New Area, Shanghai, China
Principal business office of Shanghai
Huasheng Xinhang Equity Investment Management Center (Limited Partnership):
Pacific Century Place, Gate 1, Space
8, No. 2A Workers’ Stadium North Road, Chaoyang District, Beijing 100027, China
Principal business office of Shanghai
Quanyuan Investment Co., Ltd.:
Pacific Century Place, Gate 1, Space
8, No. 2A Workers’ Stadium North Road, Chaoyang District, Beijing 100027, China
Principal business office of Huagan (Shanghai)
Business Consulting Co., Ltd.:
Pacific Century Place, Gate 1, Space 8,
No. 2A Workers’ Stadium North Road, Chaoyang District, Beijing 100027, China
Principal business office of CR Investment
(HK) Limited:
Units 1307-08, Tower 1, Kowloon Commerce
Center, 51 Kwai Cheong Road, Kwai Chung, Hong Kong
Registered office of CR Investments Corporation:
OMC Chambers, Wickhams Cay 1, Road Town,
Tortola, British Virgin Islands
Principal business office of China Renaissance
Holdings Limited:
Units 8107–08, Level 81 International
Commerce Centre 1 Austin Road West Kowloon, Hong Kong
Shanghai
Huasheng Lingfei Equity Investment (Limited Partnership) ⸻ People’s Republic of China
Shanghai
Huasheng Xinhang Equity Investment Management Center (Limited Partnership) ⸻ People’s Republic of China
Shanghai
Quanyuan Investment Co., Ltd. ⸻ People’s Republic of China
Huagan
(Shanghai) Business Consulting Co., Ltd. ⸻ People’s Republic of China
CR
Investment (HK) Limited ⸻ Hong Kong SAR, People’s Republic of China
CR
Investments Corporation ⸻ British Virgin Islands
China
Renaissance Holdings Limited ⸻ Cayman Islands
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 10
of 12
|
|
|
Item 2(d).
|
Title of Class of Securities:
|
Class A Ordinary Shares, par value US$0.00001 per share.
Each ADS represents 72 Class A Ordinary Shares.
There is no CUSIP number assigned to the
Class A Ordinary Shares. CUSIP number 98955H200 has been assigned to the ADSs of the Issuer, which are listed on the New York Stock
Exchange under the symbol “ZME.”
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
|
|
(a) ☐
|
Broker or dealer
registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
(b) ☐
|
Bank as defined in Section 3(a)(6) of
the Act (15 U.S.C. 78c);
|
|
(c) ☐
|
Insurance company as defined
in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d) ☐
|
Investment company registered
under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
(e) ☐
|
An investment adviser in accordance
with §240.13d-1(b)(1)(ii)(E);
|
|
(f) ☐
|
An employee benefit plan or
endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
(g) ☐
|
A parent holding company or
control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
(h) ☐
|
A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
|
|
(i)
☐
|
A church plan that is excluded
from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
|
(j)
☐
|
A non-U.S. institution in accordance
with Rule 13d-1(b)(1)(ii)(J);
|
|
(k) ☐
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
Not applicable.
Item 4. Ownership.
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
(a) The information required by
Items 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference.
(b) The information required by
Items 4(b) is set forth in Row (11) of the cover page for each Reporting Person and is incorporated herein by reference.
Percent of class determined is based on
1,229,046,399 Class A Ordinary Shares of the Issuer outstanding immediately after the Issuer’s initial public offering and
after the underwriters fully exercised the option to purchase additional ADSs, as reported in the Issuer’s filings filed and furnished
by the Issuer with the U.S. Securities and Exchange Commission on June 9, 2021 and November 1, 2021.
As
of December 31, 2021, Shanghai Huasheng Lingfei Equity Investment (Limited Partnership) held 76,667,113
Class A Ordinary Shares of the Issuer. The general partner of Shanghai Huasheng Lingfei Equity Investment (Limited Partnership)
is Shanghai Huasheng Xinhang Equity Investment Management Center (Limited Partnership), the general partner of which is Shanghai Quanyuan
Investment Co., Ltd. Shanghai Quanyuan Investment Co., Ltd. is controlled by Huagan (Shanghai) Business Consulting Co., Ltd.,
which is wholly owned by CR Investment (HK) Limited, through a series contractual arrangements. CR Investment (HK) Limited is wholly owned
by CR Investments Corporation. CR Investments Corporation is wholly owned by China Renaissance Holdings Limited, a company listed on the
Stock Exchange of Hong Kong (stock code: 1911).
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 11
of 12
|
(c) The information required by
Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference.
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. Certification.
Not applicable.
|
CUSIP
No. 98955H200
|
SCHEDULE
13G
|
Page 12
of 12
|
SIGNATURE
After reasonable inquiry and to the best of the
undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and
correct.
Date: February 14, 2022
|
|
SHANGHAI HUASHENG LINGFEI EQUITY INVESTMENT (LIMITED PARTNERSHIP)
|
|
|
|
|
|
By:
|
/s/ Wang Xinwei
|
|
|
Name: Wang Xinwei
|
|
|
Title: Director of its General Partner’s General Partner
|
|
|
|
|
|
SHANGHAI HUASHENG XINHANG EQUITY INVESTMENT MANAGEMENT CENTER (LIMITED PARTNERSHIP)
|
|
|
|
|
|
|
|
|
By:
|
/s/ Chen Yang
|
|
|
Name: Chen Yang
|
|
|
Title: Legal Representative
|
|
|
|
|
|
SHANGHAI QUANYUAN INVESTMENT CO., LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Wang Xinwei
|
|
|
Name: Wang Xinwei
|
|
|
Title: Executive Director
|
|
|
|
|
|
HUAGAN (SHANGHAI) BUSINESS CONSULTING CO., LTD.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Wang Xinwei
|
|
|
Name: Wang Xinwei
|
|
|
Title: Executive Director
|
|
|
|
|
|
CR INVESTMENT (HK) LIMITED
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bao Fan
|
|
|
Name: Bao Fan
|
|
|
Title: Director
|
|
|
|
|
|
CR INVESTMENTS CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bao Fan
|
|
|
Name: Bao Fan
|
|
|
Title: Director
|
|
|
|
|
|
CHINA RENAISSANCE HOLDINGS LIMITED
|
|
|
|
|
|
|
|
|
By:
|
/s/ Bao Fan
|
|
|
Name: Bao Fan
|
|
|
Title: Director
|
[Signature Page to Schedule 13G]
LIST OF EXHIBITS