51Talk无忧英语美股招股说明书(2020-06-04版)

424B5 1 a2241768z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-237575 Prospectus Supplement(to Prospectus dated April 21, 2020) 1,000,000 American Depositary Shares CHINA ONLINE EDUCATION GROUP Representing 15,000,000 Class A Ordinary Shares This prospectus supplement relates to an offering of an aggregate of 1,000,000 American depositary shares, or ADSs, each representing fifteen (15) Class A ordinary shares, par value $0.0001 per share, of China Online Education Group. We are offering 300,000 ADSs and the selling shareholders named in this prospectus supplement are offering 700,000 ADSs. Our ADSs are listed on the New York Stock Exchange, or NYSE, under the ticker symbol "COE." On June 3, 2020, the last reported sale price of the ADSs on the NYSE was US$19.56 per ADS. We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. Investing in our ADSs involves risk. See "Risk Factors" beginning on page S-19 of this prospectus supplement and those included in the accompanying prospectus and the documents incorporated by reference in the accompanying prospectus to read about factors you should consider before buying our ADSs. PRICE US$19.00 PER ADS Per ADS Total Offering price $19.00 $19,000,000Underwriting discounts and commissions $0.95 $950,000Proceeds to us (before expenses)(1) $18.05 $5,415,000Proceeds to the selling shareholders (before expenses) $18.05 $12,635,000(1)See "Underwriting" beginning on page S-75 of this prospectus supplement for a description of the compensation payable to the underwriters. The underwriters have an option to purchase up to an additional 150,000 ADSs from us and the selling shareholders at the price to the public less the underwriting discounts and commissions, within 30 days of the date of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ADSs against payment in New York, New York on or about June 8, 2020. Joint Book-Running Managers Morgan Stanley Needham & Company The Benchmark Company Prospectus Supplement dated June 4, 2020.Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS S-iv PROSPECTUS SUPPLEMENT SUMMARY S-1 SUMMARY CONSOLIDATED FINANCIAL DATA S-13 S-17 THE OFFERINGRISK FACTORS S-19 USE OF PROCEEDS S-60 CAPITALIZATION S-61 PRINCIPAL AND SELLING SHAREHOLDERS S-62 DIVIDEND POLICY S-64 SHARES ELIGIBLE FOR FUTURE SALE S-65 TAXATION S-66 UNDERWRITING S-75 EXPENSES RELATED TO THIS OFFERING S-83 LEGAL MATTERS S-84 WHERE YOU CAN FIND MORE INFORMATION ABOUT US S-85 PROSPECTUS Page ABOUT THIS PROSPECTUS 1 WHERE YOU CAN FIND MORE INFORMATION ABOUT US 2 INCORPORATION OF DOCUMENTS BY REFERENCE 3 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 4 OUR COMPANY 6 RISK FACTORS 7 USE OF PROCEEDS 16 DESCRIPTION OF SHARE CAPITAL 17 DESCRIPTION OF AMERICAN DEPOSITARY SHARES 25 SELLING SHAREHOLDERS 37 PLAN OF DISTRIBUTION 38 40 TAXATIONENFORCEABILITY OF CIVIL LIABILITIES 41 LEGAL MATTERS 43 EXPERTS 44 You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any other offering materials we file with the SEC. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on such different or inconsistent information. We are not, and the underwriters are not, making an offer of the ADSs in any jurisdiction where such offer is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or in any other offering material is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates. Neither this prospectus supplement nor the accompanying prospectus constitutes an offer, or an invitation on our behalf or the underwriter to subscribe for and purchase, any of the ADSs and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitati