一起教育科技2023年度报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THESECURITIES EXCHANGE ACT OF 1934 OR For the fiscal year ended December 31, 2023OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company reportCommission file number: 001-39742 (Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: * Not for trading, but only in connection with the listing our American depositary shares onthe Nasdaq Global Select Market, each American depositary shares representing fifty ClassA ordinary shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and largeaccelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large Accelerated Filer☐Accelerated Filer☐Non-Accelerated Filer☐Emerging Growth Company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required arecovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has been to prepare the financialstatements included in this filing: International Financial Reporting Standards as issuedby the International Accounting Standards Board☐ U.S. GAAP☐ If “other” has been checked in response to the previous question, indicate by check mark whichfinancial statement item the registrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act).☐Yes☐No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURINGTHE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filedby Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION2PART I.3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT ANDADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY75ITEM 4A.UNRESOLVED STAFF COMMENTS116 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS116ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES135ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTYTRANSACTIONS147ITEM 8.FINANCIAL INFORMATION149ITEM 9.THE OFFER AND LISTING150ITEM 10.ADDITIONAL INFORMATION150ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK166ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITYSECURITIES166PART II.168ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES168ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS AND USE OF PROCEEDS168ITEM 15.CONTROLS AND PROCEDURES168ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT169ITEM 16B.CODE OF ETHICS169ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES169ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDITCOMMITTEES170ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER ANDAFFILIATED PURCHASERS170ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACC