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| LEI | 52990045P3PXKHZWLL90 |
| CIK | 1659494 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to 51Talk Online Education Group - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
Exhibit 99.1 51Talk Online Education Group Announces Engagement of Ernst & Young LLP, as the Company’s Independent Registered Public Accounting Firm Singapore September 3, 2025 /PRNewswire/ - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, today announced that on August 29, 2025, the audit |
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| September 3, 2025 |
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 September 2025 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 6 Shenton Way, #38-01 OUE Downtown, Singapore 068809 (Address of principal executive office) Indicate by check mar |
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| September 3, 2025 |
Exhibit 99.2 September 3, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by 51Talk Online Education Group in its Form 6-K dated September 3, 2025. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of 51Talk Online Education Group cont |
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| September 3, 2025 |
51Talk Online Education Group Announces Second Quarter 2025 Results Exhibit 99.1 51Talk Online Education Group Announces Second Quarter 2025 Results SINGAPORE, September 3, 2025 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the second quarter ended June 30, 2025. Second Quarter 2025 Financial and Operating Highlights |
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| September 3, 2025 |
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 September 2025 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 6 Shenton Way, #38-01 OUE Downtown, Singapore 068809 (Address of principal executive office) Indicate by check mar |
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| June 9, 2025 |
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 June 2025 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check mar |
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| June 9, 2025 |
51Talk Online Education Group Announces First Quarter 2025 Results Exhibit 99.1 51Talk Online Education Group Announces First Quarter 2025 Results SINGAPORE, June 9,2025 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the first quarter ended March 31, 2025. First Quarter 2025 Financial and Operating Highlights · Gross |
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| April 25, 2025 |
EXHIBIT 12.1 Certification by the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jack Jiajia Huang, hereby certify that: 1. I have reviewed this annual report on Form 20-F of 51Talk Online Education Group (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement |
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| April 25, 2025 |
Independent Registered Public Accounting Firm’s Consent EXHIBIT 15.4 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-274238), Form S-8 (No. 333-213457) and Form S-8 (No. 333-229055) of our report dated April 25, 2025 relating to the financial statements of 51Talk Online Education Group appearing in this Annual Report on Form 20-F for the year ended |
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| April 25, 2025 |
EXHIBIT 15.2 April 25, 2025 To: 51Talk Online Education Group (the “Company”) 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 Ladies and Gentlemen: We hereby consent to the reference of our name under the headings “Item 3. Key Information—Permissions for Our Operations and Securities Issuances to Offshore Investors,” “Item 3. Key Information—D. Risk Factors” and “Item 10. Additional Info |
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| April 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| April 25, 2025 |
Exhibit 11.2 51TALK ONLINE EDUCATION GROUP Amended and Restated Statement of PolicIES Governing Material non-public Information and The Prevention of InsideR Trading (AS ADOPTED BY THE BOARD OF DIRECTORS OF 51talk online education group ON NOVEMBER 22, 2023) This Amended and Restated Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading (this “Statem |
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| April 25, 2025 |
Exhibit 15.3 April 25, 2025 51Talk Online Education Group 24 Raffles Place #17-04 Clifford Centre Singapore 048621 Re: Consent Letter – Form 20-F Fiscal Year ended 31 December 2024 Ladies and Gentlemen: We hereby consent to the reference to our firm under the heading “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangement with Our Subsidiaries in the Philippines and |
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| April 25, 2025 |
EXHIBIT 12.2 Certification of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Cindy Chun Tang, hereby certify that: 1. I have reviewed this annual report on Form 20-F of 51Talk Online Education Group (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement o |
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| April 25, 2025 |
EXHIBIT 13.2 Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F for the year ended December 31, 2024 of 51Talk Online Education Group (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cindy C |
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| April 25, 2025 |
Exhibit 4.4 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 31, 2015 in the Republic of the Philippines (the “Philippines”): Party A: China Online Education Group, a company duly incorporated and validity existing under the laws of the Cayman Islands with its registered office located at Harbour Place, 103 So |
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| April 25, 2025 |
EXHIBIT 15.1 Office: +852 2801 6066 Mobile: +852 9718 8740 Email: [email protected] To: 51Talk Online Education Group 24 Raffles Place #17-04 Clifford Centre Singapore 048621 April 25, 2025 Dear Sirs 51Talk Online Education Group We have acted as legal advisers as to the laws of the Cayman Islands to 51Talk Online Education Group, an exempted limited liability company incorporated in the Cayman Is |
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| April 25, 2025 |
Exhibit 4.5 Power of Attorney I, Yuan Huiru, a People’s Republic of China (“China” or the “PRC”) citizen with Tax Identification No. for Filipinos and Foreigners being 455-444-174, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Edu |
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| April 25, 2025 |
EXHIBIT 13.1 Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report on Form 20-F for the year ended December 31, 2024 of 51Talk Online Education Group (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Ji |
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| March 21, 2025 |
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 March 2025 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| March 21, 2025 |
51Talk Online Education Group Announces the Results for the Fourth Quarter and Full Year 2024 Exhibit 99.1 51Talk Online Education Group Announces the Results for the Fourth Quarter and Full Year 2024 SINGAPORE, March 21, 2025 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the fourth quarter and full year ended December 31, 2024. Full Year 2024 |
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| December 17, 2024 |
SC 13D/A 1 tm2431167d3sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* 51Talk Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L 204(1) (CUSIP Number) Jack Jiajia Huang 24 Raffles Place #17-04 Clifford C |
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| December 17, 2024 |
EX-99.C 2 tm2431167d3ex99-c.htm EXHIBIT C Exhibit C This plan dated June 27, 2024 (together with all possible Exhibits hereto, this “Plan”) is between HH Talent Limited (the “Customer”) and Tiger Brokers (Singapore) Pte. Ltd. (“TBSG”), acting as agent. A. Recitals 1. This Plan is reached between the Customer and TBSG for the purpose of establishing a trading plan that complies with the requirement |
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| December 13, 2024 |
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 December 2024 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check |
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| December 13, 2024 |
51Talk Online Education Group Announces Third Quarter 2024 Results Exhibit 99.1 51Talk Online Education Group Announces Third Quarter 2024 Results SINGAPORE, December 13, 2024 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, today announced its unaudited results for the third quarter ended September 30, 2024. Third Quarter 2024 Financial and Operating Hig |
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| October 10, 2024 |
SC 13D/A 1 tm2425967d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* 51Talk Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L 204(1) (CUSIP Number) Jack Jiajia Huang 24 Raffles Place #17-04 Clifford C |
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| August 23, 2024 |
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 August 2024 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check m |
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| August 23, 2024 |
51Talk Online Education Group Announces Second Quarter 2024 Results Exhibit 99.1 51Talk Online Education Group Announces Second Quarter 2024 Results SINGAPORE, August 23, 2024 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the second quarter ended June 30, 2024. Second Quarter 2024 Financial and Operating Highlights · |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 12, 2024 |
51Talk Online Education Group Announces First Quarter 2024 Results Exhibit 99.1 51Talk Online Education Group Announces First Quarter 2024 Results SINGAPORE, June 12, 2024 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the first quarter ended March 31, 2024. First Quarter 2024 Financial and Operating Highlights ● Gros |
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| June 12, 2024 |
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 June 2024 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check mar |
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| May 31, 2024 |
51Talk Online Education Group Announces Change to Board Composition Exhibit 99.1 51Talk Online Education Group Announces Change to Board Composition SINGAPORE, May 31, 2024 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced today that its board of directors (the “Board”) has appointed Mr. Jimmy Lai as an independent director, effective June 1, 2024 |
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| May 31, 2024 |
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 May 2024 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check mark |
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| April 29, 2024 |
Exhibit 15.2 April 29, 2024 To: 51Talk Online Education Group (the “Company”) 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 Ladies and Gentlemen: We hereby consent to the reference of our name under the headings “Item 3. Key Information—Permissions for Our Operations and Securities Issuances to Offshore Investors,” “Item 3. Key Information—D. Risk Factors” and “Item 10. Additional Info |
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| April 29, 2024 |
51TALK ONLINE EDUCATION GROUP CLAWBACK POLICY Exhibit 97.1 51TALK ONLINE EDUCATION GROUP CLAWBACK POLICY The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of 51Talk Online Education Group (the “Company”) believes that it is appropriate for the Company to adopt this Clawback Policy (the “Policy”) to be applied to the Executive Officers of the Company and adopts this Policy to be effective as of the Effective |
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| April 29, 2024 |
Exhibit 15.1 Office: +852 2801 6066 Mobile: +852 9718 8740 Email: [email protected] To: 51Talk Online Education Group 24 Raffles Place #17-04 Clifford Centre Singapore 048621 29 April 2024 Dear Sirs 51Talk Online Education Group We have acted as legal advisers as to the laws of the Cayman Islands to 51Talk Online Education Group, an exempted limited liability company incorporated in the Cayman Isl |
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| April 29, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of 51Talk Online Education Group (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cindy Chun Tang, Chief Financial Officer of the Compa |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| April 29, 2024 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT Exhibit 15.4 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of 51Talk Online Education Group on Form S-8 (No. 333-274238), Form S-8 (No. 333-213457) and Form S-8 (No. 333-229055) of our report dated April 29, 2024 with respect to our audits of the consolidated financial statements of 51Talk Online Education Group |
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| April 29, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jack Jiajia Huang, certify that: 1. I have reviewed this annual report on Form 20-F of 51Talk Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| April 29, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.5 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-213457), Form S-8 (No. 333-229055) and Form S-8 (No. 333-274238) of 51Talk Online Education Group (formerly known as China Online Education Group) of our report dated May 2, 2022, except for the effects of discontinued operati |
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| April 29, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Cindy Chun Tang, certify that: 1. I have reviewed this annual report on Form 20-F of 51Talk Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 29, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of 51Talk Online Education Group (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Jiajia Huang, Chief Executive Officer of the Com |
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| April 29, 2024 |
Exhibit 15.3 April 29, 2024 51Talk Online Education Group 24 Raffles Place #17-04 Clifford Centre Singapore 048621 Re: Consent Letter – Form 20-F Fiscal Year ended 31 December 2023 - Ladies and Gentlemen: We hereby consent to the reference to our firm under the heading “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangement with Our Subsidiaries in the Philippines a |
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| April 29, 2024 |
Exhibit 4.6 Power of Attorney I, Yuan Huiru, a People’s Republic of China (“China” or the “PRC”) citizen with Tax Identification No. for Filipinos and Foreigners being ******, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Educatio |
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| April 29, 2024 |
Exhibit 4.8 Power of Attorney I, Frank Lin, a citizen of the United States of America, with Tax Identification No. ******, and a holder of 0.0008% of the entire registered capital in On Demand English Innovations Inc. (the “Philippines Company”) as of the date when this Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the follow |
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| April 29, 2024 |
Exhibit 4.7 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of February 1, 2016 in the Republic of the Philippines (the “Philippines”): Party A: China Online Education Group, a company duly incorporated and validly existing under the laws of the Cayman Islands with its registered office located at Harbour Place, 103 So |
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| April 29, 2024 |
Exhibit 2.6 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”) each representing sixty Class A ordinary shares of 51Talk Online Education Group (the “we,” “our,” “our company,” or “us”) are listed and traded on the NYSE American LLC and, in connection with this listing (but no |
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| April 29, 2024 |
Exhibit 4.5 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of August 31, 2015 in the Republic of the Philippines (the “Philippines”): Party A: China Online Education Group, a company duly incorporated and validity existing under the laws of the Cayman Islands with its registered office located at Harbour Place, 103 So |
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| March 22, 2024 |
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 March 2024 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| March 22, 2024 |
51Talk Online Education Group Announces the Results for the Fourth Quarter and Full Year 2023 Exhibit 99.1 51Talk Online Education Group Announces the Results for the Fourth Quarter and Full Year 2023 SINGAPORE, March 22, 2024 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the fourth quarter and full year ended December 31, 2023. Full Year 2023 |
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| March 12, 2024 |
51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 March 12, 2024 VIA EDGAR Mr. |
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| February 29, 2024 |
SC 13D/A 1 tm247107d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 51Talk Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L 204(1) (CUSIP Number) Ting Shu Dasheng Online Limited 24 Raffles Place #17-04 |
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| February 22, 2024 |
SC 13D/A 1 tm245501d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* 51Talk Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L 204(1) (CUSIP Number) Jack Jiajia Huang Dasheng Global Limited Dasheng Inte |
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| February 21, 2024 |
51Talk online education group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 51Talk online education group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 February 21, 2024 VIA EDGAR Mr. |
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| December 18, 2023 |
51Talk Online Education Group Announces Third Quarter 2023 Results Exhibit 99.1 51Talk Online Education Group Announces Third Quarter 2023 Results SINGAPORE, December 18, 2023 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its unaudited results for the third quarter ended September 30, 2023. Third Quarter 2023 Financial and Operating Highlight |
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| December 18, 2023 |
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 December 2023 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check |
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| December 5, 2023 |
51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 December 5, 2023 VIA EDGAR Ms. |
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| November 29, 2023 |
COE / 51 Talk Online Education Group - ADR / Dasheng Global Ltd - SC 13D/A Activist Investment SC 13D/A 1 tm2331645d1sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* 51Talk Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L 204(1) (CUSIP Number) Jack Jiajia Huang Ting Shu Dasheng Global Limited Da |
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| November 29, 2023 |
Rule 10b5-1 Trading Plan Agreement EX-99.C 2 tm2331645d199-c.htm EXHIBIT C Exhibit C Rule 10b5-1 Trading Plan Agreement This plan dated June 30, 2023 (together with all possible Exhibits hereto, this “Plan”) is between Dasheng Global Limited (the “Customer”) and Tiger Brokers (Singapore) Pte. Ltd. (“TBSG”), acting as agent. A. Recitals 1. This Plan is reached between the Customer and TBSG for the purpose of establishing a trading p |
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| November 13, 2023 |
51Talk online education group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 51Talk online education group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 November 13, 2023 VIA EDGAR Ms. |
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| September 5, 2023 |
51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 September 5, 2023 VIA EDGAR Ms. |
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| August 28, 2023 |
As filed with the Securities and Exchange Commission on August 28, 2023 As filed with the Securities and Exchange Commission on August 28, 2023 Registration No. |
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| August 28, 2023 |
Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) 51Talk Online Education Group (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(1) Equity Class A ordinary sh |
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| August 25, 2023 |
51Talk Online Education Group Announces Second Quarter 2023 Results Exhibit 99.1 51Talk Online Education Group Announces Second Quarter 2023 Results SINGAPORE, August 25, 2023 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE American: COE), a global online education platform with core expertise in English education, announced its interim unaudited results for the second quarter ended June 30, 2023. Second Quarter 2023 Financial and Operating Highl |
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| August 25, 2023 |
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 August 2023 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check m |
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| August 17, 2023 |
51Talk online education group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 51Talk online education group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 August 17, 2023 VIA EDGAR Ms. |
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| July 10, 2023 |
COE / 51 Talk Online Education Group - ADR / Dasheng Global Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| June 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-37790 51TALK ONLINE EDUCATION GROUP New York Stock Exchange (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered) |
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| May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 51Talk Online Education Group (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id |
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| May 23, 2023 |
51Talk Online Education Group Announces Transfer to NYSE American Exhibit 99.1 51Talk Online Education Group Announces Transfer to NYSE American SINGAPORE, May 23, 2023 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a global online education platform with core expertise in English education, announced today that it will transfer the listing of its American Depositary Shares from the New York Stock Exchange to NYSE American LLC (“NYSE Am |
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| May 23, 2023 |
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 May 2023 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check mark |
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| April 26, 2023 |
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 April 2023 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| April 26, 2023 |
51Talk Online Education Group Announces First Quarter 2023 Results Exhibit 99.1 51Talk Online Education Group Announces First Quarter 2023 Results SINGAPORE, April 26, 2023 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a global online education platform with core expertise in English education, announced its unaudited results for the first quarter ended March 31, 2023. First Quarter 2023 Financial and Operating Highlights · Net revenues |
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| April 6, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of 51Talk Online Education Group (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Jiajia Huang, Chief Executive Officer of the Com |
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| April 6, 2023 |
Exhibit 16.1 April 6, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by 51Talk Online Education Group (formerly: China Online Education Group) (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 16F of the Annual Report on Form 20-F for the year ended Decemb |
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| April 6, 2023 |
Exhibit 15.1 Office: +852 2801 6066 Mobile: +852 9718 8740 Email: [email protected] To: 51Talk Online Education Group 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 6 April 2023 Dear Sirs 51Talk Online Education Group We have acted as legal advisers as to the laws of the Cayman Islands to 51Talk Online Education Group, an exempted limited liability company incorporated in the Cayman Isl |
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| April 6, 2023 |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT Exhibit 15.4 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-213457), Form S-8 (No. 333-229055) and Form F-3 (No. 333-237575) of our report dated April 6, 2023 with respect to our audit of the consolidated financial statements of 51Talk Online Education Group as of December 31, 2022 and for the |
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| April 6, 2023 |
Exhibit 2.6 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”) each representing sixty Class A ordinary shares of 51Talk Online Education Group (the “we,” “our,” “our company,” or “us”) are listed and traded on the New York Stock Exchange and, in connection with this listing ( |
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| April 6, 2023 |
Exhibit 4.10 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 24, 2022, by and between: 1. China Online Education Group, a company organized and existing under the laws of the Cayman Islands (the “Seller”); and 2. Dasheng Holding (HK) Limited, a company organized and existing under the laws of Hong Kong (the “Purchaser”). Each of the par |
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| April 6, 2023 |
Exhibit 15.2 April 6, 2023 To: 51Talk Online Education Group (the “Company”) 24 Raffles Place #17-04 Clifford Centre, Singapore Ladies and Gentlemen: We hereby consent to the reference of our name under the heading “Item 10. Additional Information—E. Taxation,” in the Company’s annual report on Form 20-F for the year ended December 31, 2022 (the “Annual Report”), which will be filed with the Secur |
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| April 6, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Cindy Chun Tang, certify that: 1. I have reviewed this annual report on Form 20-F of 51Talk Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| April 6, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.5 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-213457), Form S-8 (No. 333-229055) and Form F-3 (No. 333-237575) of 51Talk Online Education Group (formerly known as China Online Education Group) of our report dated May 2, 2022, except for the effects of discontinued operati |
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| April 6, 2023 |
6-K 1 tm2233260d26k.htm FORM 6-K 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 April 2023 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal execu |
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| April 6, 2023 |
/s/ PADERNAL & PARAS LAW OFFICES Exhibit 15.3 06 April 2023 51Talk Online Education Group 24 Raffles Place #17-04 Clifford Centre Singapore Re: Consent Letter – Form 20-F Fiscal Year ended 31 December 2022 - Gentlemen: We hereby consent to the reference to our firm under the heading “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangement with Our Subsidiaries in the Philippines and Its Shareholders |
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| April 6, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jack Jiajia Huang, certify that: 1. I have reviewed this annual report on Form 20-F of 51Talk Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement |
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| April 6, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of 51Talk Online Education Group (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Cindy Chun Tang, Chief Financial Officer of the Compa |
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| March 29, 2023 |
Exhibit 99.1 51Talk Online Education Group Announces the Results for the Third Quarter, the Fourth Quarter and Full Year 2022 SINGAPORE, March 29, 2023 - 51Talk Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a global online education platform with core expertise in English education, announced its unaudited results for the third quarter ended September 30, 2022, and the fourth qua |
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| March 29, 2023 |
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 March 2023 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| February 13, 2023 |
SC 13G/A 1 formsc13ga-51talk.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 5) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) 51Talk Online Education Group (Name of Issuer) American depositary shares, each representing sixty (60) C |
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| February 7, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* 51Talk Online Education Group (Name of Issuer) American depositary shares, each representing sixty (60) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L204 (CUSIP Number) 19 December 2022 (Date of Event Whi |
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| January 26, 2023 |
SC 13D/A 1 tm234118d1sc13da.htm SC 13D/A CUSIP NO. 16954L105 13D Page 1 of 28 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) (Amendment No. 6) 51Talk Online Education Group (Name of Issuer) American Depositary Shares (ADS), each representing 60 Class |
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| December 15, 2022 |
As filed with the Securities and Exchange Commission on December 15, 2022 Registration No. |
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| December 15, 2022 |
AMENDMENT NO. 1 TO THE DEPOSIT AGREEMENT AMENDMENT NO. 1 TO THE DEPOSIT AGREEMENT THIS AMENDMENT NO. 1 dated as of December 15, 2022 (the ?Effective Date?) to the Deposit Agreement, dated as of June 9, 2016, (the ?Deposit Agreement?), by and among (i) 51Talk Online Education Group (formerly known as China Online Education Group), a company incorporated under the laws of the Cayman Islands, with its principal executive office at 24 Raffle |
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| December 15, 2022 |
Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (51Talk Online Education Group, File No. |
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| December 5, 2022 |
6-K 1 tm2231849d16k.htm FORM 6-K 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 December 2022 Commission File Number: 001-37790 51TALK ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal ex |
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| December 5, 2022 |
51Talk Online Education Group Announces ADS Ratio Change Exhibit 99.1 51Talk Online Education Group Announces ADS Ratio Change Singapore December 5, 2022 /PRNewswire/ - 51Talk Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a global online education platform with core expertise in English education, announced today that the Company will change the ratio of its American depositary shares (?ADSs?) to Class A ordinary shares (the ?ADS Ratio |
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| October 5, 2022 |
COE / China Online Education Group / Dasheng Global Ltd - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| September 30, 2022 |
Filed pursuant to Rule 424(b)(3) Registration Statement on Form F-6 Registration No. |
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| September 30, 2022 |
Exhibit 99.1 51Talk Online Education Group?s Name Is Approved and Adopted by Way of Annual General Meeting on September 30, 2022 Singapore September 30, 2022 /PRNewswire/ - China Online Education Group (?51Talk,? the ?Company? or ?51Talk Online Education Group?) (NYSE: COE), a global online education platform with core expertise in English education, today announced that, at its annual general mee |
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| September 30, 2022 |
Sixth Amended and Restated Memorandum and Articles of Association of 51Talk Online Education Group Exhibit 3.1 THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 51TALK ONLINE EDUCATION GROUP (adopted by a Special Resolution passed on September 30, 2022) THE COMPANIES ACT (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 51TALK ONLINE EDUCATION GROUP ( |
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| September 30, 2022 |
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 September 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check |
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| August 30, 2022 |
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 August 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| August 30, 2022 |
China Online Education Group Announces Second Quarter 2022 Results Exhibit 99.1 China Online Education Group Announces Second Quarter 2022 Results SINGAPORE, August 30, 2022 - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a global online education platform with core expertise in English education, announced its unaudited financial results for the second quarter ended June 30, 2022. Second Quarter 2022 Financial and Operating Highlights The |
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| August 15, 2022 |
Exhibit 99.1 China Online Education Group Announces Engagement of Marcum Bernstein & Pinchuk LLP, a U.S. Auditor, as the Company’s Independent Registered Public Accounting Firm Singapore August 15, 2022 /PRNewswire/ - China Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a global online education platform with core expertise in English education, today announced that the audit comm |
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| August 15, 2022 |
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 August 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| August 8, 2022 |
Exhibit 99.2 China Online Education Group (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: COE) NOTICE OF ANNUAL GENERAL MEETING to be held on September 30, 2022 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the ?AGM?) of China Online Education Group (the ?Company?) will be held at Torino Meeting Room, 3rd Floor Desh |
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| August 8, 2022 |
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 August 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 24 Raffles Place #17-04 Clifford Centre, Singapore 048621 (Address of principal executive office) Indicate by check ma |
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| August 8, 2022 |
Exhibit 99.3 China Online Education Group (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: COE) Form of Proxy for Annual General Meeting to be held on September 30, 2022 (or any adjourned or postponed meeting thereof) Introduction This form of proxy (the ?Form of Proxy?) is furnished in connection with the solicitation by the board of directors of China Online Education Gr |
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| August 8, 2022 |
China Online Education Group to Hold an Annual General Meeting on September 30, 2022 Exhibit 99.1 China Online Education Group to Hold an Annual General Meeting on September 30, 2022 Singapore August 8, 2022 /PRNewswire/ - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a global online education platform with core expertise in English education, today announced that it will hold an annual general meeting of shareholders (the ?AGM?) at Torino Meeting Room, 3rd |
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| July 25, 2022 |
COE / China Online Education Group / Dasheng Global Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to ? 240. |
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| July 25, 2022 |
Form of Rule 10b5-1 Trading Plans Exhibit B Form of Rule 10b5-1 Trading Plan Agreement This plan dated (together with all possible Exhibits hereto, this ?Plan?) is between Dasheng Global Limited (the ?Customer?) and Tiger Brokers (Singapore) Pte Ltd (?TBSG?), acting as agent. |
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| July 25, 2022 |
Joint Filing Agreement dated July 25, 2022 by and between the Reporting Persons Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the class A ordinary shares, par value US$0. |
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| June 24, 2022 |
China Online Education Group Announces First Quarter 2022 Results Exhibit 99.2 China Online Education Group Announces First Quarter 2022 Results BEIJING, June 24, 2022 - China Online Education Group (?51Talk? or the ?Company?) (NYSE:COE), a global online education platform with core expertise in English education, announced its unaudited financial results for the first quarter ended March 31, 2022. The Company Enters into Definitive Agreement to Spin off China M |
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| June 24, 2022 |
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 June 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road High-tech Zone, Yuehai Street, Nanshan District Shenzhen, Guangd |
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| June 24, 2022 |
China Online Education Group Enters into Definitive Agreement to Spin off China Mainland Business Exhibit 99.1 China Online Education Group Enters into Definitive Agreement to Spin off China Mainland Business BEIJING, June 24, 2022 /PRNewswire/ - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a global online education platform with core expertise in English education, today announced that it has entered into a definitive share purchase agreement, dated June 24, 2022 (the |
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| May 10, 2022 |
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 May 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road High-tech Zone, Yuehai Street, Nanshan District Shenzhen, Guangdo |
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| May 10, 2022 |
Exhibit 99.1 China Online Education Group Provides Update on Status under Holding Foreign Companies Accountable Act BEIJING, May 10, 2022 /PRNewswire/ - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), an online education platform in China, with core expertise in English education, today provides an update on its status under the Holding Foreign Companies Accountable Act (the |
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| May 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* China Online Education Group (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 16954L105 (CUSIP Number) Sequoia Capital China Growth Fund I, L.P. c/o Maples Corporate Services Limited P.O. Box 309 Ugland |
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| May 2, 2022 |
Spousal Consent granted by Jack Jiajia Huang dated August 5, 2021 Exhibit 4.32 Consent Letter The undersigned, Jiajia Huang, a People?s Republic of China (?China? or the ?PRC?) citizen with PRC Identification Card No.: ******, is the lawful spouse of Shu Ting, a PRC citizen with PRC Identification Card No.: ******. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the ?Transaction Documents?) b |
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| May 2, 2022 |
Spousal Consent granted by Yanchun Li dated August 5, 2021 Exhibit 4.34 ? Consent Letter The undersigned, Yanchun Li, a People?s Republic of China (?China? or the ?PRC?) citizen with PRC Identification Card No.: ******, is the lawful spouse of Caijian, JIA, a PRC citizen with PRC Identification Card No.: ******. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the ?Transaction Documents |
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| May 2, 2022 |
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| May 2, 2022 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm EX-15.4 16 coe-20211231xex15d4.htm EXHIBIT 15.4 Exhibit 15.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-213457), Form S-8 (No. 333-229055) and Form F-3 (No. 333-237575) of China Online Education Group of our report dated May 2, 2022 relating to the financial statements and the effe |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| May 2, 2022 |
EX-15.3 15 coe-20211231xex15d3.htm EXHIBIT 15.3 Exhibit 15.3 2 May 2022 To: China Online Education Group (the “Company”) Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road, High-tech Zone, Yuehai Street, Nanshan District, Shenzhen, Guangdong Province 518063, The People’s Republic of China Gentlemen: We hereby consent to the reference to our firm in China Online Education Group’s annual report |
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| May 2, 2022 |
Exhibit 4.29 ? Exclusive Option Agreement This Exclusive Option Agreement (this ?Agreement?) is executed by and among the following Parties as of August 5, 2021 in Beijing, the People?s Republic of China (?China? or the ?PRC?): Party A: Beijing Dasheng Online Technology Company, a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at No. 1, South Di |
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| May 2, 2022 |
Spousal Consent granted by Ting Shu dated August 5, 2021 Exhibit 4.33 Consent Letter The undersigned, Shu Ting, a People?s Republic of China (?China? or the ?PRC?) citizen with PRC Identification Card No.: ******, is the lawful spouse of Jiajia, HUANG, a PRC citizen with PRC Identification Card No.: ******. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the ?Transaction Documents?) |
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| May 2, 2022 |
Exhibit 4.30 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this ?Agreement?) has been executed by and among the following parties on August 5, 2021 in Beijing, the People?s Republic of China (?China? or the ?PRC?): Party A: Beijing Dasheng Online Technology Company, a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at No |
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| May 2, 2022 |
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of China Online Education Group (the ?Company?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Min Xu, Chief Financial Officer of the Company, certif |
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| May 2, 2022 |
Powers of Attorney granted by the shareholders of Dasheng Zhixing dated August 5, 2021 Exhibit 4.31 ? Power of Attorney I, Jiajia, HUANG , a People?s Republic of China (?China? or the ?PRC?) citizen with PRC Identification Card No.: ******, executes this Power of Attorney on August 5th, 2021, effective as of the date hereof. I am a holder of 72.27497% of the equity interests in Beijing Dasheng Zhixing Technology Co., Ltd.1 (the ?Company?). For the equity interests in the Company tha |
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| May 2, 2022 |
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jack Jiajia Huang, certify that: 1. I have reviewed this annual report on Form 20-F of China Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| May 2, 2022 |
Consent of Travers Thorp Alberga EX-15.1 13 coe-20211231xex15d1.htm EXHIBIT 15.1 Exhibit 15.1 Office: +852 2801 6066 Mobile: +852 9718 8740 Email: [email protected] To: China Online Education Group Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road High-tech Zone, Yuehai Street, Nanshan District Shenzhen, Guangdong Province 518063 People’s Republic of China 2 May 2022 Dear Sirs China Online Education Group (the “Company”) We |
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| May 2, 2022 |
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of China Online Education Group (the ?Company?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Jack Jiajia Huang, Chief Executive Officer of the Comp |
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| May 2, 2022 |
EX-15.2 14 coe-20211231xex15d2.htm EXHIBIT 15.2 Exhibit 15.2 May 2, 2022 To: China Online Education Group (the “Company”) Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road, High-tech Zone, Yuehai Street, Nanshan District, Shenzhen, Guangdong Province 518063, The People’s Republic of China Ladies and Gentlemen: We hereby consent to the reference of our name under the heading “Item 4. Informat |
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| April 11, 2022 |
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 April 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road High-tech Zone, Yuehai Street, Nanshan District Shenzhen, Guang |
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| April 11, 2022 |
China Online Education Group Announces Management Change Exhibit 99.1 China Online Education Group Announces Management Change BEIJING, April 11, 2022 - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a leading online education platform in China, with core expertise in English education, announced that Mr. Liming Zhang has tendered his resignation as the Company's Chief Operating Officer due to personal reasons. His last day with t |
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| March 24, 2022 |
China Online Education Group Announces Full Year 2021 Results Exhibit 99.1 China Online Education Group Announces Full Year 2021 Results BEIJING, March 24, 2022 - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a leading online education platform in China, with core expertise in English education, announced its unaudited financial results for the third quarter ended September 30, 2021, as well as the fourth quarter and full year ended D |
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| March 24, 2022 |
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 March 2022 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road High-tech Zone, Yuehai Street, Nanshan District Shenzhen, Guang |
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| March 24, 2022 |
Exhibit 99.2 China Online Education Group Announces Receipt of a Non-Binding Proposal to Acquire Mainland China Business of the Company BEIJING, March 24, 2022 - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a leading online education platform in China, with core expertise in English education, announced that its board of directors (the ?Board?) has received a non-binding p |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value of $0.0001 per sha |
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| February 11, 2022 |
COE / China Online Education Group / Silverhorn Investment Advisors Ltd Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 4) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) China Online Education Group (Name of Issuer) American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 |
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| February 11, 2022 |
COE / China Online Education Group / Dasheng Global Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 5)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value of $0.0001 per share (T |
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| January 28, 2022 |
COE / China Online Education Group / JOYY Inc. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| January 27, 2022 |
CUSIP NO. 16954L105 13D Page 1 of 13 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) (Amendment No. 5) China Online Education Group (Name of Issuer) American Depositary Shares (ADS), each representing Fifteen Class A Ordinary Shares, par value $0.0001 |
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| December 21, 2021 |
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 December 2021 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP Room 607, Yuemeite Building, No.1 Gaoxin South 7th Road High-tech Zone, Yuehai Street, Nanshan District Shenzhen, Gu |
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| December 21, 2021 |
China Online Education Group Announces Receipt of NYSE Non-Compliance Letter Exhibit 99.1 China Online Education Group Announces Receipt of NYSE Non-Compliance Letter SHENZHEN, December 21, 2021 ? China Online Education Group (?51Talk,? or the ?Company?) (NYSE: COE) today announced that it has received a letter dated December 20, 2021 (the ?Letter?) from the New York Stock Exchange (the ?NYSE?), notifying the Company that it is below compliance standards due to the Company |
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| September 28, 2021 |
Exhibit 99.1 China Online Education Group Announces Second Quarter 2021 Results Second quarter active students increased by 35.7% year-over-year Second quarter revenue increased by 17.5% year-over-year BEIJING, September 28, 2021 - China Online Education Group (?51Talk? or the ?Company?) (NYSE: COE), a leading online education platform in China, with core expertise in English education, announced |
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| September 28, 2021 |
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 September 2021 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 3rd Floor Deshi Building South Shangdi Street, Haidian District Beijing 100085 The People?s Republic of China Tel: |
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| July 26, 2021 |
China Online Education Group Responds to Media Reports Exhibit 99.2 China Online Education Group Responds to Media Reports BEIJING, July 23, 2021 /PRNewswire/ - China Online Education Group ("51Talk," or the "Company") (NYSE: COE), a leading online education platform in China with core expertise in English education, today noted that certain English and Chinese language media outlets reported that the PRC regulators are considering a new set of regula |
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| July 26, 2021 |
China Online Education Group Provides Update on New Regulations Exhibit 99.1 China Online Education Group Provides Update on New Regulations BEIJING, July 26, 2021 ? China Online Education Group (?51Talk,? or the ?Company?) (NYSE: COE), a leading online education platform in China with core expertise in English education, announced that, on July 24, 2021, China's official state media, including Xinhua News Agency and China Central Television, announced the Opi |
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| July 26, 2021 |
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 July 2021 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People?s Republic of China Tel: +86 1 |
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| July 20, 2021 |
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 July 2021 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People?s Republic of China Tel: +86 1 |
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| July 20, 2021 |
China Online Education Group Announces Guidance Update Exhibit 99.1 China Online Education Group Announces Guidance Update BEIJING, July 20 2021 /PRNewswire/ - China Online Education Group ("51Talk," or the "Company") (NYSE: COE), a leading online education platform in China with core expertise in English education, announced today that the Company expects its net revenues for the second quarter of 2021 to be between RMB575 million and RMB580 million, |
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| May 18, 2021 |
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 May 2021 - Commission File Number: 001-37790 - CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People?s Republic of China Tel: +8 |
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| May 18, 2021 |
Exhibit 99.1 China Online Education Group Announces First Quarter 2021 Results First quarter active students increased by 37.0% year-over-year First quarter GAAP and non-GAAP net income were RMB8.0 million and RMB16.8 million respectively BEIJING, May 17, 2021 - China Online Education Group (?51Talk? or the ?Company?) (NYSE:COE), a leading online education platform in China, with core expertise in |
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| May 11, 2021 |
China Online Education Group Announces Change to Board Composition Exhibit 99.1 China Online Education Group Announces Change to Board Composition BEIJING, May 11, 2021 /PRNewswire/ - China Online Education Group (?51Talk,? or the ?Company?) (NYSE: COE), a leading online education platform in China with core expertise in English education, announced today that its board of directors (the ?Board?) has appointed Mr. Shengwen (Roy) Rong as an independent director, e |
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| May 11, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 May 2021 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People?s Republic of China Tel: +86 10 |
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| April 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 3) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) China Online Education Group (Name of Issuer) American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 |
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| April 27, 2021 |
Exhibit 99.9 DATED 14 APRIL 2021 SCC VENTURE V HOLDCO I, LTD. SCC GROWTH I HOLDCO A, LTD. as the Sellers Silverhorn SPC Ltd for and on behalf of and for the account of Silverhorn Principal Investors II Fund Segregated Portfolio as the Purchaser SALE AND PURCHASE AGREEMENT for the sale and purchase of American depositary shares each of which represents 15 Class A ordinary shares of par value $0.000 |
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| April 27, 2021 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* China Online Education Group (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 16954L105 (CUSIP Number) Sequoia Capital China Growth Fund I, L.P. c/o Maples Corporate Services Limited P.O. Box 3 |
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| April 7, 2021 |
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of China Online Education Group (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Min Xu, Chief Financial Officer of the Company, certif |
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| April 7, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| April 7, 2021 |
EX-15.3 14 coe-20201231xex15d3.htm EXHIBIT 15.3 Exhibits 15.3 8th Floor, 20 Lansbergh Place, 170 Tomas Morato Avenue, 1103 Quezon City, Philippines Telephone: (632) 372 - 9463 7 April 2021 China Online Education Group 6th Floor Deshi Building North, Shangdi Street Haidian District, Beijing 100085 People’s Republic of China Dear Sir/Madam: We hereby consent to the reference to our firm in China Onl |
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| April 7, 2021 |
Consent of Travers Thorp Alberga Exhibits 15.1 ? ? ? ? ? ? Office: +852 2801 6066 ? Mobile: +852 9718 8740 ? Email: [email protected] ? ? To: China Online Education Group 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 People?s Republic of China ? 7 April 2021 ? Dear Sirs, ? China Online Education Group (the ?Company?) ? We have acted as legal advisers as to the laws of the Cayman Islands to China O |
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| April 7, 2021 |
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| April 7, 2021 |
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jack Jiajia Huang, certify that: 1. I have reviewed this annual report on Form 20-F of China Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| April 7, 2021 |
EX-15.2 13 coe-20201231xex15d2.htm EXHIBIT 15.2 Exhibits 15.2 10/F, Tower B, CPIC Plaza, No. 28 Fengsheng Lane, Xicheng District, Beijing 100032, China Tel: 86 10 5776 3888 Fax: 86 10 5776 3777 April 7, 2021 China Online Education Group 6th Floor Deshi Building North, Shangdi Street Haidian District, Beijing 100085 People’s Republic of China as the “Company” Dear Sirs, We consent to the references |
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| April 7, 2021 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm Exhibits 15.4 ? CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ? We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-213457) and Form S-8 (No. 333-229055) of China Online Education Group of our report dated April 7, 2021 relating to the financial statements, which appears in this Form 20-F. ? ? ? /s/ PricewaterhouseCoopers Zhong Tian LL |
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| April 7, 2021 |
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of China Online Education Group (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Jack Jiajia Huang, Chief Executive Officer of the Comp |
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| March 8, 2021 |
Exhibit 99.1 China Online Education Group Announces Fourth Quarter 2020 Results Fourth quarter and fiscal year net revenues increased by 34.7% and 38.9% year-over-year respectively Fourth quarter GAAP net income and non-GAAP net income were RMB31.8 million and RMB38.6 million respectively Fiscal year 2020 GAAP net income and non-GAAP net income were RMB147.0 million and RMB173.7 million respective |
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| March 8, 2021 |
Current Report of Foreign Issuer - 6-K 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 March 2021 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People?s Republic of China Tel: +86 |
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| February 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant To 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 4)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value of $0.0001 per share (T |
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| February 9, 2021 |
SCHEDULE 13G AMENDMENT NO.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO.1)* China Online Education Group (Name of Issuer) Class A ordinary shares, p |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 2) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) China Online Education Group (Name of Issuer) American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 |
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| February 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| November 24, 2020 |
Current Report of Foreign Issuer - 6-K 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 November 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: + |
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| November 24, 2020 |
Exhibit 99.1 China Online Education Group Announces Third Quarter 2020 Results Third quarter net revenues increased by 31.8% year-over-year Third quarter GAAP/non-GAAP net margin were 5.9%/7.1% respectively BEIJING, Nov. 23, 2020 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a leading online education platform in China, with core expertise in English educatio |
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| November 13, 2020 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* China Online Education Group (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 16954L105 (CUSIP Number) Sequoia Capital China Growth Fund I, L.P. c/o Maples Corporate Services Limited P.O. Box 3 |
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| November 13, 2020 |
EX-99.9 Exhibit 99.9 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of November 9, 2020 (this “Agreement”), is by and between Ocean Frontier Investment Limited, a company incorporated under the laws of the Cayman Islands (the “Purchaser”) and the entities listed in Schedule I attached hereto (each, a “Seller” and collectively, the “Sellers”). Each of the Sellers and the |
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| September 9, 2020 |
Exhibit 99.1 China Online Education Group Announces Second Quarter 2020 Results Second quarter net revenues increased by 40.0% year-over-year Second quarter GAAP/non-GAAP net margin were 6.6%/8.0% respectively BEIJING, Sept. 8, 2020 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE:COE), a leading online education platform in China, with core expertise in English educat |
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| September 9, 2020 |
Current Report of Foreign Issuer - 6-K 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 September 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: |
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| September 9, 2020 |
China Online Education Group Announces US$20.0 million Share Repurchase Program Exhibit 99.2 China Online Education Group Announces US$20.0 million Share Repurchase Program BEIJING, Sept. 8, 2020 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE:COE), a leading online education platform in China, with core expertise in English education, today announced that its board of directors has authorized a share repurchase program under which the Company ma |
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| June 19, 2020 |
CUSIP NO. 16954L105 13D Page 1 of 15 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) (Amendment No. 4) China Online Education Group (Name of Issuer) American Depositary Shares (ADS), each representing Fifteen Class A Ordinary Shares, par value $0.0001 |
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| June 10, 2020 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* China Online Education Group (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 16954L105 (CUSIP Number) Sequoia Capital China Growth Fund I, L.P. c/o Codan Trust Company (Cayman) Limited Cricket |
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| June 4, 2020 |
Current Report of Foreign Issuer - 6-K 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 June 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 1 |
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| June 4, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| June 4, 2020 |
Exhibit 99.2 China Online Education Group Announces Pricing of Follow-on Public Offering of American Depositary Shares BEIJING, China, June 4, 2020 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a leading online education platform in China, with core expertise in English education, today announced the pricing of a registered follow-on public offering of 300,00 |
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| June 4, 2020 |
Exhibit 99.1 China Online Education Group Announces Proposed Follow-on Public Offering of American Depositary Shares BEIJING, China, June 2, 2020 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a leading online education platform in China, with core expertise in English education, today announced the commencement of a proposed registered underwritten public off |
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| June 3, 2020 |
Form of Underwriting Agreement Exhibit 1.1 CHINA ONLINE EDUCATION GROUP [·] AMERICAN DEPOSITARY SHARES REPRESENTING [·] CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE UNDERWRITING AGREEMENT [], 2020 Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 U.S.A. Needham & Company, LLC 250 Park Avenue New York, New York 10177 U.S.A. As representatives (the “Representatives”) of the several Underwriters named in Sc |
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| June 3, 2020 |
Current Report of Foreign Issuer - 6-K 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 June 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 1 |
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| June 3, 2020 |
Current Report of Foreign Issuer - 6-K 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 June 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 1 |
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| June 3, 2020 |
Subject to Completion. Dated June 2, 2020. Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. |
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| June 2, 2020 |
Current Report of Foreign Issuer - 6-K 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 June 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 1 |
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| June 2, 2020 |
Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2019 and March 31, 2020 F-2 Unaudited Interim Condensed Consolidated Statements of Comprehensive Income/ (Loss) for the Three Months Ended March 31, 2019 and 2020 F-4 Unaudited Interim Condensed Consolidated Statements of Shareholders’ |
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| May 27, 2020 |
Current Report of Foreign Issuer - 6-K 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 May 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 10 |
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| May 27, 2020 |
Exhibit 99.1 China Online Education Group Announces First Quarter 2020 Results First quarter net revenues increased by 52.2% year-over-year First quarter GAAP/non-GAAP net incomes were RMB50.8/57.0 million respectively BEIJING, May 26, 2020 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE:COE), a leading online education platform in China, with core expertise in Englis |
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| May 6, 2020 |
May 6, 2020 VIA EDGAR Ms. Katherine Bagley Ms. Lilyanna Peyser Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 U. S. A. Re: China Online Education Group (CIK No. 0001659494) Registration Statement on Form F-3 (File No. 333-237575) Dear Ms. Bagley and Ms. Peyser: Pursuant to Rule 461 of Regulation C (“Rule 461”) |
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| April 21, 2020 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM DIRECT DIAL 世達國際律師事務所 AFFILIATE OFFICES +852 3740 4863 - DIRECT FAX 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON +852 3910 4863 15 QUEEN’S ROAD CENTRAL, HONG KONG CHICAGO EMAIL ADDRESS HOUSTON JULIE. |
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| April 21, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 21, 2020 Registration No. |
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| April 13, 2020 |
CUSIP NO. 16954L105 13D Page 1 of 14 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) (Amendment No. 3) China Online Education Group (Name of Issuer) American Depositary Shares (ADS), each representing Fifteen Class A Ordinary Shares, par value $0.0001 |
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| April 8, 2020 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* China Online Education Group (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) 16954L105 (CUSIP Number) Sequoia Capital China Growth Fund I, L.P. c/o Codan Trust Company (Cayman) Limited Cricket |
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| April 6, 2020 |
Spousal Consent granted by Ting Shu dated June 3, 2019 Exhibit 4.13 Consent Letter The undersigned, Ting Shu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, is the lawful spouse of Jiajia HUANG, a PRC citizen with PRC Identification Card No.: ***. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the “Transaction Documents”) by my s |
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| April 6, 2020 |
Consent of Travers Thorp Alberga EX-15.1 24 a19-263711ex15d1.htm EX-15.1 Exhibit 15.1 Office: +852 2801 6066 Mobile: +852 9718 8740 Email: [email protected] To: China Online Education Group 6th Floor Deshi Building North, Shangdi Street, Haidian District, Beijing 100085, People’s Republic of China 6 April 2020 Dear Sirs, China Online Education Group (the “Company”) We have acted as legal advisers as to the laws of the Cayman Isla |
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| April 6, 2020 |
Exhibit 4.10 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 18, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Dasheng Online Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PR |
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| April 6, 2020 |
registration statement on Form F-3 (No. 333-237575), initially filed with the SEC on April 6, 2020 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on April 6, 2020 Registration No. |
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| April 6, 2020 |
Exhibit 4.37 Power of Attorney I, Caijian JIA, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, executes this Power of Attorney on July 19, 2019, effective as of the date hereof. I am a holder of 10% of the equity interests in Shenzhen Dasheng Zhiyun Technology Co., Ltd.1 (the “Company”). For the equity interests in the Company that are held by me |
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| April 6, 2020 |
Exhibit 4.9 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 3, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Dasheng Online Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, |
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| April 6, 2020 |
SKADDEN, ARPS, SLATE, MEAGHER & FLOM PARTNERS 世達國際律師事務所 AFFILIATE OFFICES CHRISTOPHER W. |
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| April 6, 2020 |
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of China Online Education Group (the “Company”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Min Xu, Chief Financial Officer of the Company, certif |
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| April 6, 2020 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, Independent Registered Public Accounting Firm Exhibit 15.4 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333- 213457) and Form S-8 (No. 333- 229055) of China Online Education Group of our report dated April 06, 2020 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Pricew |
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| April 6, 2020 |
Exhibit 4.33 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on July 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”). Party A: Beijing Dasheng Online Technology Co., Ltd.1 Address: No.1 South Wing of Floor 6, DASCOM Building, No. 9 Shangdi East Road, Ha |
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| April 6, 2020 |
Power of Attorney granted by Ting Shu to Dasheng Online dated June 18, 2013 Exhibit 4.12 Power of Attorney I, Ting Shu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of 26.25% of the entire registered capital in Beijing Dasheng Zhixing Technology Co., Ltd. (“Dasheng Zhixing”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Dasheng Online Technology Co., Ltd. (“WFO |
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| April 6, 2020 |
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of China Online Education Group (the “Company”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jack Jiajia Huang, Chief Executive Officer of the Comp |
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| April 6, 2020 |
Power of Attorney granted by Jack Jiajia Huang to Dasheng Online dated June 3, 2019 Exhibit 4.11 Power of Attorney I, Jiajia HUANG, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, executes this Power of Attorney on June 3, 2019, effective as of the date hereof. I am a holder of 73.75% of the equity interests in Beijing Dasheng Zhixing Technology Co., Ltd. (the “Company”). For the equity interests in the Company that are held by m |
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| April 6, 2020 |
EX-15.2 25 a19-263711ex15d2.htm EX-15.2 Exhibit 15.2 10/F, Tower B, CPIC Plaza, No. 28 Fengsheng Lane, Xicheng District, Beijing 100032, China Tel: 86 10 5776 3888 Fax: 86 10 5776 3777 April 6, 2020 China Online Education Group 6th Floor Deshi Building North, Shangdi Street, Haidian District, Beijing 100085, People’s Republic of China as the “Company” Dear Sirs, We consent to the references to our |
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| April 6, 2020 |
Exhibit 4.41 Consent Letter The undersigned, Xiaohua Lian, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, is the lawful spouse of Jing CHEN, a PRC citizen with PRC Identification Card No.: ***. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the “Transaction Documents”) by my |
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| April 6, 2020 |
Exhibit 15.3 8th Floor, 20 Lansbergh Place, 170 Tomas Morato Avenue, 1103 Quezon City, Philippines Telephone: (632) 372 - 9463 6 April 2020 China Online Education Group 6th Floor Deshi Building North, Shangdi Street, Haidian District, Beijing 100085 People’s Republic of China Dear Sir/Madam: We hereby consent to the reference to our firm in China Online Education Group’s annual report on Form 20-F |
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| April 6, 2020 |
Exhibit 4.39 Consent Letter The undersigned, Ting Shu, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.:***, is the lawful spouse of Jiajia HUANG, a PRC citizen with PRC Identification Card No.: ***. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the “Transaction Documents”) by my sp |
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| April 6, 2020 |
Exclusive Option Agreement among Dasheng Online, Ting Shu and Dasheng Zhixing dated June 18, 2013 Exhibit 4.8 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 18, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Dasheng Online Technology Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at C1612, NO.18 East |
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| April 6, 2020 |
Exhibit 4.34 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of July 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Dasheng Online Technology Co., Ltd.1, a limited liability company, organized and existing under the laws of the PRC, with its address at No.1 South Wing of Fl |
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| April 6, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (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 December 31, 2019. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| April 6, 2020 |
Exhibit 4.35 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on July 19, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Dasheng Online Technology Co., Ltd.1 (hereinafter “Pledgee”), a limited liability company, organized and existing under the laws of the PRC, wi |
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| April 6, 2020 |
Exhibit 4.38 Power of Attorney I, Jing CHEN, a Peoples Republic of China (China or the PRC) citizen with PRC Identification Card No.: ***, executes this Power of Attorney on July 19, 2019, effective as of the date hereof. I am a holder of 10% of the equity interests in Shenzhen Dasheng Zhiyun Technology Co., Ltd.1 (the Company). For the equity interests in the Company that are held by me no |
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| April 6, 2020 |
Exhibit 4.7 Exclusive Option Agreement This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 3, 2019 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Dasheng Online Technology Co., Ltd., a wholly foreign-owned enterprise, organized and existing under the laws of the PRC, with its address at C1602, NO.18 East |
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| April 6, 2020 |
Exhibit 4.36 Power of Attorney I, Jiajia HUANG, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, executes this Power of Attorney on July 19, 2019, effective as of the date hereof. I am a holder of 80% of the equity interests in Shenzhen Dasheng Zhiyun Technology Co., Ltd.1 (the “Company”). For the equity interests in the Company that are held by me |
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| April 6, 2020 |
Exhibit 2.6 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”) each representing fifteen Class A ordinary shares of China Online Education Group (the “we,” “our,” “our company,” or “us”) are listed and traded on the New York Stock Exchange and, in connection with this listing |
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| April 6, 2020 |
Exhibit 4.40 Consent Letter The undersigned, Yanchun Li, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, is the lawful spouse of Caijian JIA, a PRC citizen with PRC Identification Card No.: ***. I hereby unconditionally and irrevocably agree on the execution of the following documents (hereinafter referred to as the “Transaction Documents”) by my |
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| April 6, 2020 |
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Min Xu, certify that: 1. I have reviewed this annual report on Form 20-F of China Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l |
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| April 6, 2020 |
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Jack Jiajia Huang, certify that: 1. I have reviewed this annual report on Form 20-F of China Online Education Group; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements |
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| March 10, 2020 |
COE / China Online Education Group 6-K - Current Report of Foreign Issuer - 6-K 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 March 2020 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 |
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| March 10, 2020 |
Exhibit 99.1 China Online Education Group Announces Fourth Quarter 2019 Results Fourth quarter and fiscal year net revenues increased by 33.5% and 29.5% year-over-year respectively Fourth quarter GAAP net income and non-GAAP net income were RMB1.5 million and RMB5.3 million respectively Fiscal year 2019 GAAP net loss and non-GAAP net loss were RMB99.5 million and RMB82.8 million respectively BEIJI |
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| February 12, 2020 |
COE / China Online Education Group / Dasheng Global Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to Be Included in Statements Filed Pursuant to Rules 13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant To 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 3)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value of $0.0001 per share (T |
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| February 5, 2020 |
COE / China Online Education Group / YY Inc. - SCHEDULE 13G/A Passive Investment CUSIP No. 16954L105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* China Online Education Group (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) 16954L105 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check |
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| February 5, 2020 |
CUSIP NO. 16954L105 13D Page 1 of 14 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (a) (Amendment No. 2) China Online Education Group (Name of Issuer) American Depositary Shares (ADS), each representing Fifteen Class A Ordinary Shares, par value $0.0001 |
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| January 22, 2020 |
COE / China Online Education Group / Sylebra HK Co Ltd - SYLEBRA CAPITAL LIMITED Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* China Online Education Group (Name of Issuer) American Depository Receipts (Title of Class of Securities) 16954L105 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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| January 14, 2020 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) China Online Education Group (Name of Issuer) American depositary shares, each representing 15 Class A ordinary shares, par value |
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| January 14, 2020 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including additional amendments thereto) with respect to the American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 per share, of |
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| December 10, 2019 |
COE / China Online Education Group 6-K - Current Report of Foreign Issuer - 6-K 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 December 2019 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: + |
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| December 10, 2019 |
Exhibit 99.1 China Online Education Group Announces Third Quarter 2019 Results Net revenues increased by 35.0% year-over-year GAAP and Non-GAAP net loss improved by RMB85.1 million and RMB81.4 million year-over-year, respectively BEIJING, Dec. 9, 2019 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE:COE), a leading online education platform in China, with core expertis |
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| October 23, 2019 |
China Online Education Group to Hold Annual General Meeting on December 9, 2019 Exhibit 99.1 China Online Education Group to Hold Annual General Meeting on December 9, 2019 BEIJING, October 23, 2019 — China Online Education Group (NYSE: COE) (“51Talk” or the “Company”), a leading online education platform in China, with core expertise in English education, today announced that it will hold its annual general meeting of shareholders (the “AGM”) at 6th Floor Deshi Building Nort |
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| October 23, 2019 |
COE / China Online Education Group 6-K - Current Report of Foreign Issuer - 6-K 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 October 2019 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 |
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| October 23, 2019 |
Exhibit 99.2 CHINA ONLINE EDUCATION GROUP (Incorporated in the Cayman Islands with limited liability) (NYSE Ticker: COE) NOTICE OF ANNUAL GENERAL MEETING To Be Held on December 9, 2019 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of China Online Education Group (the “Company”) will be held at 6th Floor Deshi Building North, Shang |
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| September 12, 2019 |
Exhibit 99.1 China Online Education Group Announces Second Quarter 2019 Results Net revenues increased by 25.4% year-over-year Gross billings1 increased by 18.7% year-over-year BEIJING, Sept. 11, 2019 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE:COE), a leading online education platform in China, with core expertise in English education, today announced its unaudit |
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| September 12, 2019 |
COE / China Online Education Group 6-K - Current Report of Foreign Issuer - 6-K 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 September 2019 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: |
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| September 10, 2019 |
COE / China Online Education Group 6-K - Current Report of Foreign Issuer - 6-K 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 September 2019 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: |
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| September 10, 2019 |
China Online Education Group Announces US$2.0 million Share Repurchase Program Exhibit 99.1 China Online Education Group Announces US$2.0 million Share Repurchase Program BEIJING, Sep. 9, 2019 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE:COE), a leading online education platform in China, with core expertise in English education, today announced that its board of directors has authorized a share repurchase program under which the Company may |
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| July 29, 2019 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (including additional amendments thereto) with respect to the American depositary shares, each representing 15 Class A ordinary shares, par value $0.0001 per share, of |
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| July 29, 2019 |
COE / China Online Education Group / Silverhorn Investment Advisors Ltd - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Amendment No. ) (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) China Online Education Group (Name of Issuer) American depositary shares, each representing 15 Class A ordinary shares, par value $0.0 |
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| June 17, 2019 |
COE / China Online Education Group 6-K - Current Report of Foreign Issuer - 6-K 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 June 2019 Commission File Number: 001-37790 CHINA ONLINE EDUCATION GROUP 6th Floor Deshi Building North Shangdi Street, Haidian District Beijing 100085 The People’s Republic of China Tel: +86 1 |
