**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 20-F/A**

 

**Amendment No. 1**

 

**(Mark One)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                            |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                            |
| **x**      | **ANNUAL REPORT PURSUANT TO SECTION   13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended   August 31, 2019.**                                                                          |
| ** ** | ** **                                                                                                                                                                                                            |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                            |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period   from              to** |
| ** ** | ** **                                                                                                                                                                                                            |
| **OR**     |
| ** ** | ** **                                                                                                                                                                                                            |
| **o**      | **SHELL COMPANY REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                     |

 

Date of event requiring this shell company report 

 

**For the transition period from                       to                        **

 

Commission file number: 001-38430

 
| **OneSmart   International Education Group Limited**                                                                                                                                                              |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                                                                            |
|                                                                                                                                                                                                              |
| **Not Applicable**                                                                                                                                                                                                |
| (Translation of Registrant’s name into English)                                                                                                                                                              |
|                                                                                                                                                                                                              |
| **Cayman Islands**                                                                                                                                                                                                |
| (Jurisdiction of incorporation or organization)                                                                                                                                                                   |
|                                                                                                                                                                                                              |
| **Honggang (Greg) Zuo, Chief Financial Officer**

**165 West Guangfu Road**

**Putuo District, Shanghai**

**People’s Republic of China**

**Telephone: +86-21-5255-9339**

**Email: greg.zuo@onesmart.org** |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                                                                                         |

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

| **Title of each class**                                                                                                                                       |   | **Trading   Symbol** |   | **Name of each exchange on which registered** |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------|--------|-----------------------------------------------------------------------------|
| **American   depositary shares, each American depositary share representing 40 Class A   ordinary shares**

**Class A   ordinary shares, par value US$0.00000 1 per share*** |   | **ONE**              |   | **New   York Stock Exchange**                                               |

 

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*              Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares.

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: 

 
| **None**         |
|------------------|
| (Title of Class) |

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

As of August 31, 2019, there were 6,427,103,843 ordinary shares outstanding, par value US$0.00000 1 per share, being the sum of 4,130,261,827 Class A ordinary shares and 2,296,842,016 Class B ordinary shares.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

| Large accelerated filer o |   | Accelerated filer x |   | Non-accelerated filer o |   | Emerging growth company x |
|---------------------------|--------|---------------------|--------|-------------------------|--------|--------------------------------|

 

If an emerging growth company that prepare its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. x

 

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†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP x |   | International   Financial Reporting Standards as issued   by the International Accounting Standards Board  o |   | Other o |
|-------------|--------|-------------------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

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**EXPLANATORY NOTE**

 

OneSmart International Education Group Limited is filing this Amendment No. 1 (this “Form 20-F/A”) to its Annual Report on Form 20-F For the fiscal year ended August 31, 2019, originally filed with the U.S. Securities and Exchange Commission on December 16, 2019 (the “Original Form 20-F”), solely to revise the certifications filed as Exhibits 12.1 and 12.2 to the Original Form 20-F. This Form 20-F/A does not reflect events occurring after the filing of the Original Form 20-F and, other than the filing of the updated certifications mentioned above, does not modify or update the disclosures in the Original Form 20-F in any way.

 

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**PART III**

 

**Item 19. Exhibits**

 

12.1* — Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

12.2* — Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

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*              Filed herewith.

 

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**SIGNATURES**

 

OneSmart International Education Group Limited hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
|                      | OneSmart International   Education Group Limited |
|---------------------------|--------------------------------------------------|
|                      |                                             |   |
|                      | By:                                              | /s/ Xi Zhang |
|                      |                                             | Name: Xi Zhang |
|                      |                                             | Title: Chief Executive   Officer |
|                      |                                             |
| Date: April 21, 2020 |                                             |

 

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