51Talk无忧英语美股招股说明书(2016-06-10版)

424B4 1 a2228896z424b4.htm 424B4 Table of Contents Filed pursuant to Rule 424(b)(4)Registration No. 333-211315 PROSPECTUS 2,400,000 American Depositary Shares China Online Education Group REPRESENTING 36,000,000 CLASS A ORDINARY SHARES China Online Education Group is offering 2,400,000 American depositary shares, or ADSs. Each ADS represents 15 Class A ordinary shares, par value $0.0001 per share. This is our initial public offering and no public market exists for our ADSs or our Class A ordinary shares. Concurrently with, and subject to, the completion of this offering, DCM (through two affiliated entities) and Sequoia (through SCC Growth I Holdco A, Ltd.), all of which are non-US entities, have agreed to purchase from us US$15 million and US$5 million of our Class A ordinary shares, respectively, at a price per share equal to the initial public offering price adjusted to reflect the ADS-to-share ratio, or the Concurrent Private Placements. Based on the initial offering price of US$19.00 per ADS, DCM and Sequoia will purchase 11,842,105 and 3,947,368 Class A ordinary shares from us, respectively. The Concurrent Private Placements are conducted pursuant to an exemption from registration with the U.S. Securities and Exchange Commission, or the SEC, under Regulation S of the Securities Act of 1933, as amended. Under the subscription agreements executed on May 27, 2016, the completion of this offering is the only substantive closing condition precedent for the Concurrent Private Placements and if this offering is completed, the Concurrent Private Placements will be completed concurrently. The investors have agreed with the underwriters not to, directly or indirectly, sell, transfer or dispose of any Class A ordinary shares acquired in the Concurrent Private Placements for a period of 180 days after the date of this prospectus. We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements. We have obtained approval for the listing of our ADSs on the New York Stock Exchange, or the NYSE, under the symbol "COE." Investing in our ADSs involves risks. See "Risk Factors" beginning on page 16. PRICE $19.00 AN ADS Price toPublic UnderwritingDiscounts andCommissions(1) Proceedsbeforeexpensesto Company Per ADS $19.00 $1.33 $17.67Total $45,600,000 $3,192,000 $42,408,000(1)See "Underwriting" beginning on page 194 for a description of compensation and other items of value paid to the underwriters. We have granted the underwriters the right to purchase up to an additional 360,000 ADSs to cover over-allotments. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Following the completion of this offering, our outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares. All of our existing shareholders prior to this offering will beneficially own all of our issued Class B ordinary shares and will be able to exercise 98.6% of the total voting power of our issued and outstanding share capital immediately following the completion of this offering assuming (i) the underwriters do not exercise their over-allotment option to purchase additional ADSs, and (ii) we will issue and sell a total of 15,789,473 Class A ordinary shares through the Concurrent Private Placements. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.The underwriters expect to deliver the ADSs to purchasers on June 15, 2016. MORGAN STANLEY CREDIT SUISSE June 9, 2016. TABLE OF CONTENTS Page Prospectus Summary 1 Risk Factors 16 Special Note Regarding Forward-Looking Statements 60 Use of Proceeds 61 Dividend Policy 62 Capitalization 63 Dilution 64 Exchange Rate Information 66 Enforceability of Civil Liabilities 67 Corporate History and Structure 69 Selected Consolidated Financial Data 75 Management's Discussion and Analysis of Financial Condition and Results of Operations 78 Industry Overview 106 Business 110 Regulation 132 Management 149 Principal Shareholders 158 Related Party Transactions 161 Description of Share Capital 162 Description of American Depositary Shares 173 Shares Eligible for Future Sale 184 Taxation 186 Underwriting 194 Expenses Relating to this Offering 202 Legal Matters 203 Experts