Shu Ting (COE) discloses major Class A and Class B share stakes

Rhea-AI Filing Summary

51Talk Online Education Group director Shu Ting filed an initial ownership report detailing substantial direct and indirect stakes in the company. She directly holds 432,900 Class A ordinary shares and is also reported as an indirect beneficial owner of additional Class A and Class B ordinary shares through entities and her spouse.

Indirect Class A holdings include 41,563,800 shares through Dasheng Global Limited and 7,297,560 and 23,391,300 shares through her spouse. Indirect Class B holdings include 30,390,321 shares through Dasheng Global Limited and 15,535,423 shares through Dasheng Online Limited. She also has multiple grants of restricted share units, each representing one Class A ordinary share, with underlying amounts such as 275,000 and 137,500 shares and expirations extending to 2035. The filing notes that Class A ordinary shares are held as American depositary shares, with each ADS representing sixty Class A ordinary shares, and that she disclaims beneficial ownership of her spouse’s shares except to the extent of any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shu Ting

(Last) (First) (Middle)

20/F, TIMES SQUARE, CAUSEWAY BA

(Street)

HONG KONG K3 00000

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
51Talk Online Education Group [ COE ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares(1)	432,900	D
Class A Ordinary Shares(1)	41,563,800	I	By Dasheng Global Limited(2)(3)
Class A Ordinary Shares(1)	7,297,560	I	By Spouse(4)
Class A Ordinary Shares(1)	23,391,300	I	By Spouse(4)
Class B Ordinary Shares	30,390,321	I	By Dasheng Global Limited(2)(3)
Class B Ordinary Shares	15,535,423	I	By Dasheng Online Limited(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units (RSUs)	03/30/2026	06/30/2033	Class A Ordinary Shares	275,000	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	06/30/2026	06/30/2033	Class A Ordinary Shares	275,000	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	05/18/2026	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	08/18/2026	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	11/18/2026	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	02/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	05/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	08/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	11/18/2027	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)
Restricted Share Units (RSUs)	02/18/2028	02/18/2035	Class A Ordinary Shares	137,500	(5)	I	By Spouse(4)

Explanation of Responses:

1. The Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares.

2. Each of Dasheng Online Limited and Dasheng Global Limited is a British Virgin Islands company. The reporting person is the sole director of Dasheng Online Limited, and Mr. Jack Jiajia Huang, who is the spouse of the reporting person, is the sole director of Dasheng Global Limited. Each of Dasheng Online Limited and Dasheng Global Limited is wholly beneficially owned by Dasheng International Holdings Limited, which is in turn wholly owned by TB Family Trust, for which TMF (Cayman) Ltd. acts as the trustee (the "Trustee"). S.B. Vanwall Ltd., appointed by the Trustee, is the sole director of Dasheng International Holdings Limited.

3. The settlors of TB Family Trust are reporting person and Mr. Jack Jiajia Huang. The reporting person, Mr. Jack Jiajia Huang and their family members are beneficiaries under TB Family Trust. As a result, both reporting person and Mr. Jack Jiajia Huang are deemed to be beneficial owners of the shares directly held by Dasheng Online Limited and Dasheng Global Limited.

4. The reporting person disclaims beneficial ownership of the shares held by her spouse except to the extent of her pecuniary interest, if any, and this report should not be deemed an admission that the reporting person is the beneficial owner of her spouse's shares for purposes of Section 16 or for any other purpose.

5. Represents RSUs granted to the reporting person pursuant to the issuer's share incentive plans. Each RSU represents the contingent right to receive one (1) class A ordinary share of issuer upon vesting.

	/s/ Ting Shu	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Shu Ting’s Form 3 for 51Talk (COE) disclose?

Shu Ting’s Form 3 discloses her initial ownership in 51Talk. It shows direct holdings of 432,900 Class A ordinary shares and significant indirect holdings in both Class A and Class B shares through family-related entities and her spouse.

How many Class A ordinary shares does Shu Ting hold directly and indirectly in COE?

Shu Ting directly holds 432,900 Class A ordinary shares. Indirectly, she is reported as a beneficial owner of 41,563,800 Class A shares via Dasheng Global Limited and additional Class A stakes of 7,297,560 and 23,391,300 shares through her spouse.

What Class B ordinary share interests are linked to Shu Ting in 51Talk (COE)?

Shu Ting is deemed a beneficial owner of Class B ordinary shares via entities. The filing reports 30,390,321 Class B shares held by Dasheng Global Limited and 15,535,423 Class B shares held by Dasheng Online Limited, both tied to a family trust structure.

What RSU awards for 51Talk (COE) are reported for Shu Ting?

The filing reports multiple restricted share unit grants for Shu Ting. Each RSU represents one Class A ordinary share, with examples including tranches covering 275,000 and 137,500 underlying Class A shares, a zero exercise price, and expirations extending to 2033 and 2035.

How are 51Talk (COE) Class A ordinary shares represented as ADSs?

Class A ordinary shares are held in the form of American depositary shares. Each American depositary share represents sixty Class A ordinary shares, according to the disclosure in the footnotes to Shu Ting’s ownership report.

Does Shu Ting claim full beneficial ownership of her spouse’s COE shares?

No, Shu Ting expressly disclaims full beneficial ownership of her spouse’s shares. She disclaims beneficial ownership of shares held by her spouse except to the extent of any pecuniary interest, as stated in the footnotes to the ownership disclosure.