China Online Education Group Reaches Definitive Agreement to Split Mainland China Business

BEIJING, June 24, 2022 /PRNewswire/ — China Online Education Group (“51Talk” or the “Company”) (NYSE: COE), a global online education platform with core expertise in teaching English, has announced today that it has entered into a definitive share purchase agreement, dated June 24, 2022 (the “Share Purchase Agreement”), with Dasheng Mining (HK) Limited (“Dasheng”), an entity controlled by Mr. Jiajia Jack HuangChairman of the Board of Directors (the “Board”) and Chief Executive Officer of the Company, under which Mr. Jiajia Jack Huangthrough Dasheng, will acquire all of the company’s online English tutoring business in the China Mainland, including all associated liabilities and assets (the “Mainland China Business”), for $1.

Business in Mainland China is conducted by subsidiaries and variable interest entities controlled by China Online Education (HK) limited (“COE HK”), which is in turn a wholly owned subsidiary of the Company. Pursuant to the Share Purchase Agreement, Dasheng will acquire all of COE HK’s equity interests from the Company (the “Transaction”). Following the closing of the transaction (the “Closing”), Dasheng will grant the Company the right to purchase certain newly issued shares of up to 99% of the outstanding shares of entities holding the Mainland China business with a price of exercise $1 (the mandate”). The warrant may be exercised within five years of closing, subject to the applicable laws of China and requirements of relevant government authorities.

The Board, acting on the unanimous recommendation of a committee of two independent and disinterested directors established by the Board (the “Special Committee”), has approved the Share Purchase Agreement and the Transaction. The Special Committee negotiated the terms of the Share Purchase Agreement with the assistance of financial and legal advisors.

The Closing is subject to certain customary conditions and is expected to take place on or around June 30, 2022.

The Company’s activities abroad outside the China Continental and its associated assets and liabilities are not part of the transaction and will be the company’s strategic direction going forward. At closing, the Company expects to move from a negative net asset position to a positive net asset position.

Safe Harbor Statement

This press release contains statements that may constitute “forward-looking” statements that are made pursuant to the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terminology such as that “expects”, “anticipates”, “aims”, “future”, “intends”, “plans”, “believes”, “estimates”, “is likely to” and 51Talk may also make written or oral forward-looking statements in its periodic reports to the Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials, and in oral statements. made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about 51Talk’s beliefs and expectations, are professional statements. perspectives. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in 51Talk’s filings with the SEC. All information provided in this press release is as of the date of this press release, and 51Talk undertakes no obligation to update any forward-looking statements except as required by applicable law.

About China Online Education Group

China Online Education Group (NYSE: COE) is a global online education platform with core 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.

For more information: China Online Education Group, Investor Relations, [email protected].

SOURCE China Online Education Group

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