China Online Education Group Announces Receipt of Non-Binding Proposal to Acquire Company’s Mainland China Business

BEIJING, March 24, 2022 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a leading online education platform in Chinawith core expertise in teaching English, has announced that its Board of Trustees (the “Board”) has received a non-binding proposal letter (the “Proposal Letter”), dated March 24, 2022of Mr. Jiajia Jack Huangchairman of the board and general manager of the company (“Mr. Huang”), stating that “vsconsidering the increasingly strict restrictions of the laws and regulations applicable in the PRC on the Company’s activities and the resulting negative effect“, he proposed to acquire all of the Company’s activities in China (mainland, including all associated liabilities and assets. These ventures include K-12 English classes taught by foreign teachers, Transferable Skill (also known as SuYang) classes taught by Chinese teachers, and Post-Secondary English classes taught by foreign teachers (collectively, the “Mainland Business”), through the acquisition of the entire equity interests of China Online Education (HK) limited (“COE HK”), its subsidiaries and the variable interest entities controlled by the Company (collectively, the “Target Companies”). The proposed purchase price for the Target Companies is $1 because Mr. Huang believes that the total enterprise value of the target companies is equivalent to the total existing liabilities and obligations (including student advances in mainland China) of the target companies.

The company’s activities abroad outside China (mainland and its associated liabilities and assets are not part of the proposed transaction and will form the strategic direction of the Company going forward.

The board has formed a special committee to assess the proposed transaction. The special committee includes Mr. Roy Rong and M. Xiaoguang Wu, both independent directors. Mr. Roy Rong was appointed Chairman of the Specialized Committee by the Board.

There can be no assurance that (i) the proposal letter will not be withdrawn, (ii) a definitive agreement will be reached; (iii) the proposed transaction or any other similar transaction will be approved or completed. The Company undertakes no obligation to provide updates regarding this transaction or any other transaction, except as required by applicable law.

About China Online Education Group

China Online Education Group (NYSE: COE) is a leading online education platform in China, with basic expertise in teaching English. The company’s mission is to make quality education accessible and affordable. The Company’s online and mobile teaching platforms allow students to take live, interactive English lessons on demand. The company connects its students with a large pool of highly qualified teachers that it has brought together using a shared economy approach, and uses student and teacher feedback and data analysis to provide a personalized learning experience for its students.

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SOURCE China Online Education Group

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