尚德机构2023年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934Date of event requiring this shell company reportFor the transition period fromto.Commission file number: 001-38423 Sunlands Technology Group (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation or organization) Building 6, Chaolai Science Park,No. 36 Chuangyuan Road, Chaoyang DistrictBeijing, 100012, the People’s Republic of China(Address of principal executive offices)Tongbo Liu, Chief Executive OfficerBuilding 6, Chaolai Science Park,No. 36 Chuangyuan Road, Chaoyang District,Beijing, 100012, the People’s Republic of China+86-10-52413738E-mail: liutongbo@sunlands.com(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act: *Effective from August 31, 2021, the ratio of ADSs representing the Class A ordinary shares changed fromeach 25 ADSs representing one Class A ordinary share to each two ADSs representing one Class A ordinaryshare. **Not for trading, but only in connection with the listing of the American depositary shares on the NewYork Stock Exchange. Securities registered or to be registered pursuant to Section 12(g) of the Act:[None](Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:[None](Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report.6,860,974 ordinary shares, comprised of (i) 2,702,523 Class A ordinary shares (excluding 5,200 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercise orvesting of awards under our share incentive plans), par value $0.00005 per share; (ii) 826,389 Class B ordinaryshares, par value $0.00005 per share and (iii) 3,332,062 Class C ordinary shares, par value $0.00005 per share, asof December 31, 2023. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes☐No☐If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☐Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days. Yes☐No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit such files). 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,” “large accelerated 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 bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards † provided pursuant to Section 13(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) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compen