1、1 1OFFCN EDUCATION TECHNOLOGY CO.,LTD.2022 Semi-Annual ReportStock Code:002607StockAbbr.:OFFCN EDUAugust,2022Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report1Chapter 1Important Notes,Contents and DefinitionsThe Companys Board of Directors,Supervisory Committee,directors,supervisors,and sen

2、ior managementhereby guarantee that the contents of the semi-annual report are true,accurate,and complete,and that there are nomisrepresentations,misleading statements,or material omissions,and shall assume individual and joint legalliabilities.Wang Zhendong,the Companys legal representative,Shi Lei

3、,head in charge of accounting and Luo Xue,head of the accounting department(Accounting supervisor),declare that they warrant the truthfulness,accuracyand completeness of the financial report in the semi-annual report.All directors attended the board meeting for reviewing this report.The forward-look

4、ing statements on future plans and development strategies involved in this report do notconstitute a substantial commitment to investors.The possible risks and countermeasures have been detailed inSection X Possible risks and responses of Chapter 3 Management Discussion and Analysis of this report.I

5、nvestors are advised to pay attention to the potential investment risks.On December 25,2021,the Company was filed and investigated by China Securities RegulatoryCommission(CSRC)on suspicion of failing to disclose related party transaction information and violating thelaws and regulations of informat

6、ion disclosure.On April 27,2022,the Company and relevant parties received theofficial Decision of Administrative Penalty.The Anhui Securities Regulatory Bureau of the CSRC decided to givea warning to and impose a fine on the Company and the relevant parties,and order the Company and the relevantpart

7、ies to rectify the situation.Specific information is stated in the announcement(No.2022-032)disclosed onCNINFO()and other designated media.The Company plans not to distribute cash dividends,bonus shares,nor to increase share capital by convertingcapital reserve.The Companys 2022 Semi-Annual Report i

8、s prepared and published in Chinese version,and the Englishversion is for reference only.Should there be any inconsistency between the Chinese version and English version,the Chinese version shall prevail.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report2ContentsChapter 1Important Notes,Con

9、tents and Definitions.1Chapter 2Corporate Profile&Key Financial Indicators.5Chapter 3Management Discussion andAnalysis.9Chapter 4Corporate Governance.27Chapter 5Environmental and Social Responsibilities.29Chapter 6Significant Events.30Chapter 7Share Changes and Shareholders.56Chapter 8Preferred Shar

10、es.62Chapter 9Corporate Bonds.63Chapter 10Financial Statements.64Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report3DocumentsAvailable for ReferenceI.The full text of 2022 Semi-Annual Report signed by Wang Zhendong,the Companys legal representative.II.The financial statement signed and seale

11、d by the legal representative of the Company,the person in charge ofaccounting work and the person in charge of accounting department(accounting supervisor).III.The original copies of all the documents of the Company which have been disclosed in newspapers designatedby the China Securities Regulator

12、y Commission during the reporting period.IV.Other relevant documents.The place where the above-mentioned documents are maintained:the office of the Companys Secretary of theBoard of Directors.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report4DefinitionsTerm(s)DefinitionThe listed Company,Th

13、e Company,Offcn EduOffcn Education Technology Co.,Ltd.CSRCChina Securities Regulatory CommissionCompany LawCompany Law of the Peoples Republic of ChinaSecurities LawSecurities Law of the Peoples Republic of ChinaArticles of CorporationArticles of Corporation of Offcn Education Technology Co.,Ltd.Yua

14、n,10 thousand yuan,100million yuanRMB yuan,RMB 10 thousand yuan,RMB 100 million yuanThis major assets restructuring,This transaction,This restructuringBased on the assessment,Yaxia Auto takes all assets and liabilities other thanretained assets as the exchange-out assets to swap the equivalent porti

15、on of 100%equity of Offcn which held by Li Yongxin and other 10 counterparties,and theswapping deficiency is settled by issuance of Yaxia Auto shares according to theproportion of shareholding.At the same time,Yaxia Industrial transfers 80,000,000and 72,696,561 Yaxia Auto shares to Offcn Partnership

16、 and Li Yongxin respectively.All shareholders of Offcn entrust Yaxia Auto to directly deliver the exchange-outassets to Yaxia Industrial or its designated third party as the consideration for thetransfer of 80,000,000 shares to Offcn Partnership,and Li Yongxin offers RMB1billion in cash as the consi

17、deration for the transfer of 72,696,561 shares.Aerospace IndustryBeijingAerospace Industry Investment Fund(Limited Partnership)Guangyin VentureBeijing Guangyin Venture Capital Center(Limited Partnership)Kerui Technology InnovationBeijing Kerui Technology Innovation Investment Center(Limited Partners

18、hip)Offcn PartnershipBeijing OffcnFuture Information ConsultingCenter(LimitedPartnership),established by all shareholders of Offcn Ltd.in accordance with the shareholdingsratio,which is used to undertake 80,000,000 shares of the listed Companytransferred by Yaxia Industrial.Yaxia IndustrialAnhui Yax

19、ia Industrial Co.,Ltd.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report5Chapter 2Corporate Profile&Key Financial IndicatorsSection I.Corporate profileStockAbbreviationOFFCN EDUStock Code002607StockAbbreviation beforechange(if any)N/AListed Stock ExchangeShenzhen Stock ExchangeChinese Name o

20、f theCompany中公教育科技股份有限公司Chinese Name Abbreviationof the Company(if any)中公教育English Name of theCompany(if any)Offcn Education Technology Co.,Ltd.English Name Abbreviationof the Company(if any)OFFCN EDULegal Representative of theCompanyWang ZhendongSection II.Contact informationBoard SecretarySecuriti

21、esAffairs RepresentativeNameGui HongzhiGu PanAddressBlock B,Hanhua Century Mansion,No.23 XueqingRoad,Haidian District,Beijing,ChinaBlock B,Hanhua Century Mansion,No.23Xueqing Road,Haidian District,Beijing,ChinaTel0-83433677Fax0-83433666E-Section III.Other information1.Com

22、pany contact informationWhether the Companys registered address,office address and its postal code,website and/or email addresschanged during the reporting period ApplicableNot applicableThe Companys registered address,office address and its postal code,website and email address remain the samedurin

23、g this reporting period.Details can be found in 2021Annual Report.2.Location of information disclosure and storageWhether the location of information disclosure and storage changed during the reporting period ApplicableNot applicableThe newspaper designated by the Company for information disclosure,

24、website designated by CSRC forsemi-annual report publishing,and storage location of this semi-annual report remain the same during theOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report6reporting period.Details can be found in 2021Annual Report.3.Other relevant informationWhether other releva

25、nt information changed during the reporting period ApplicableNot applicableSection IV.Key accounting information and financial indicatorsDoes the Company need to adjust its financial data retrospectively or restate its accounting data of previous year?YesNoCurrent reporting periodSame period of the

26、previousyearIncrease/decrease in currentreporting period over sameperiod of the previous yearRevenue(RMB)2,226,704,962.114,855,998,263.50-54.15%Net profit attributable toshareholders of the listedCompany(RMB)-890,931,710.33-97,162,509.03-816.95%Net profit attributable toshareholders of the listedCom

27、pany after deductingnon-recurring gains or losses(RMB)-903,639,304.26-169,905,023.78-431.85%Net cash flow from operatingactivities(RMB)1,032,982,411.32-939,091,457.95210.00%Basic earnings per share(RMB/share)-0.14-0.02-600.00%Diluted earnings per share(RMB/share)-0.14-0.02-600.00%Weighted average re

28、turn onnet assets-61.73%-2.30%-59.43%End of current reportingperiodEnd of the previous yearIncrease/decrease at the end ofthis reporting period over endof the previous yearTotal assets(RMB)8,961,896,986.9010,305,183,525.70-13.04%Total net assets attributable toshareholders of the listedCompany(RMB)9

29、97,887,043.871,888,818,754.20-47.17%Section V.Differences of accounting data under domestic and overseas accounting standards1.Differences between net profits and net assets disclosed in the financial reports under Chinese accountingstandards and international accounting standards:ApplicableNot appl

30、icableThere is no difference between the net profits and net assets disclosed in the financial reports of the Companyunder Chinese accounting standards and international accounting standards during the reporting period.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report72.Differences between

31、net profits and net assets disclosed in the financial reports under Chinese accountingstandards and overseas accounting standards:ApplicableNot applicableThere is no difference between the net profits and net assets disclosed in the financial reports of the Companyunder Chinese accounting standards

32、and overseas accounting standards during the reporting period.Section VI.Items with non-recurring gains or losses and the amountsApplicableNot applicableUnit:RMBItemsAmountNoteProfits or losses on disposal ofnon-current assets(including offsettingamount for the provision of impairment ofassets)58,87

33、7.23Government grants included in currentprofit or loss(except those closely relatedto the Companys normal businessoperations,which are in accordance withnational policies and continuouslyenjoyed in accordance with certainstandards or quotas)18,434,136.00Profit or loss from entrusting others toinves

34、t or manage assets5,611,244.87Except the effective hedging businessrelated to the Companys normal businessoperations,profits or losses on changes infair value arising from the possession oftransactional financial assets andtransactional financial liabilities;and theinvestment income from the disposa

35、l oftransactional financial assets,transactional financial liabilities andfinancial assets available for sale-3,435,742.21Other non-operating income and expensesexcept for the items above-4,372,388.19Less:Impact on income tax3,588,533.77Total12,707,593.93Details of other profits or losses items that

36、 meet the definition of non-recurring profits or losses ApplicableNot applicableThe Company has no specific circumstances of other profits or losses items that meet the definition ofOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report8non-recurring profits or losses.Explanations for classifyin

37、g items of non-recurring profits or losses defined or listed in the ExplanatoryAnnouncement No.1 for Public Company Information Disclosures Non-recurring Profits or Losses as items ofrecurring profits or losses.ApplicableNot applicableThe Company does not classify any non-recurring profits or losses

38、 items that are defined or listed in theExplanatory Announcement No.1 for Public Company Information Disclosures Non-recurring Profits orLosses as items of recurring profits or losses during the reporting period.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report9Chapter 3Management Discussio

39、n and AnalysisSection I.The Companys main business during the reporting period1.The main business,products and business model of the Company during the reporting periodOffcn Edu is a large-scale multi-category vocational education institution.The Company bravely undertakesthe mission of the times,co

40、ntinues to create new markets,and serves the society with kindness and altruism.Facing knowledge-based people,Offcn Edus main business spans three major sectors including training forrecruitment examinations,college and high institution enrollment exams and vocational ability enhancement,andmainly s

41、erves knowledge-based employment population including college students,university graduates,andvarious professionals,ranging from age 18 to 45.In 2022,the Company established the Vocational Education Department,coordinating with the government,enterprises,and universities to steadily explore talent

42、training models in AI,digital economy,media convergence,digital culture and creativity,intelligent manufacturing,and intelligent aviation.Up to the end of the reporting period,with tens of thousands of staff,Offcn Edu possesses anindustry-leading full-time teaching and research team,and its direct b

43、ranches scatter all over the country.Relyingon its outstanding team execution and nationwide vertical integrated fast response capability,the Company hasdeveloped into an innovation-driven enterprise platform for vocational education.2.Overview of the industry and business environmentOffcn Education

44、 Technology Co.,Ltd.2022 Semi-Annual Report102.1 The“14th Five-Year Plan”requires that the quality and capacity of education,medical care,elderlypeople care and other services be significantly improved.The“14th Five-Year Plan”requires education equality and quality to be greatly improved,higher educ

45、ationto be popularized,and more than 60 million new jobs to be created in cities and towns.In addition,20,000kindergartens will be built,renovated and expanded in order to increase enrollments by over 4 million for ordinaryfamilies.And more than 4,000 primary and secondary schools will be newly buil

46、t,renovated and expanded.Interms of medical and health care,on the one hand,it is necessary to expand disease prevention and control basesand build national and regional medical centers.On the other hand,it is necessary to strive to upgrade 500county-level hospitals to meet the facilities and servic

47、e capabilities of top-tier hospitals.In terms of elderly peoplecare services,500 districts and counties will be supported in building model community-home elderly care servicenetwork,about 300 training and convalescent institutions will be supported in transformation into inclusiveelderly care insti

48、tutions,and more nursing beds will be provided for about 1,000 public elderly care institutions.Interms of childcare services,150 cities will be supported to develop childcare services with social resource,andmore than 500,000 exemplary inclusive childcare enrollments will be added.These investments

49、 will contribute tothe continuous growth of the recruitment sector,especially in the teacher,medical and community staffrecruitment.2.2 Vocational skills improvement is accelerated,and policy support is enhanced.Since the 14th Five-Year Plan,the new economic pattern of pursuing high-quality developm

50、ent has putforward higher requirements on the upgrading and adjustment of Chinas industrial structure.Industry boundariesare breaking down,and knowledge and skills in different fields are increasingly overlapping each other.Thedemand for comprehensive,innovative and highly skilled personnel in vario

51、us enterprises continues to increase.In terms of industry policies,in May 2019,the General Office of the State Council issued the Action Plan forVocational Skills Improvement(2019-2021),which clarified that vocational skills upgrading should be regarded asan important livelihood project.Since then,r

52、elevant policies have been introduced at an intensive pace:In March 2021,the 14th Five-Year Plan Outline and 2035 Vision Outline issued by the Central Committeeof the CPC and the State Council proposed to improve the lifelong skills training system and continue to carry outlarge-scale vocational ski

53、lls training.The Outline also requires to carry out the action for vocational skillsimprovement and special training plan for key groups in a deeper level,extensively carry out skills training foremployees from business of new forms and new models and improve the training quality effectively.In Octo

54、ber 2021,the Opinions on Promoting the High-quality Development of Modern Vocational Educationissued by the General Office of Central Committee of CPC and the General Office of State Council suggestspromoting the construction of a skill-oriented society,improving the social status of technical and s

55、killed talents,and enhancing the attractiveness and training quality of vocational education,and makes it clear that theenrollment of vocational undergraduate education shouldn t be less than 10%of the enrollment of higherOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report11vocational educati

56、on.Listed companies and leading enterprises in the industry are encouraged to take the lead inproviding vocational education,and all kinds of enterprises are encouraged to participate and play a role invocational education legally.The year 2022 is a crucial year for vocational education to improve t

57、he quality and reform in the difficultareas.At the end of last year,the Ministry of Human Resources and Social Security,the Ministry of Education,the National Development and Reform Commission,and the Ministry of Finance jointly issued the 14thFive-Year Plan for Vocational Skills Training,which prop

58、osed four main goals and five key tasks for vocationalskills training,and encouraged and supported leading enterprises and social resources to participate in vocationalskills training legally,jointly make contribution to vocational education and share the benefits together.In April2022,the Ministry

59、of Education revised the Vocational Education Law determining the legal status of vocationaleducation and training,and providing a standard for the healthy development of vocational education and training.2.3.Main industry characteristics and cyclical characteristicsThe institutions of vocational ed

60、ucation distribute vastly all over the country.Such situation lifts thebarriers to competition in this field.The demand of vocational education distributes vastly in every provinceand every city,especially in the prefecture-level cities and the counties.Almost every county has a vocationalhigh schoo

61、l,and every prefecture-level city has vocational colleges.The recruitment demand for civil servantsalso comes in large numbers from prefecture-level cities and counties.This has given rise to a large number oflocal small and medium-sized training institutions,and provided large institutions with a w

62、ide space to expandtheir channel networks,while making management difficulties and barriers to competition suddenly higher.The training for civil servant recruitment tests is seasonal.For trainees,the 1-2 years before or after theirgraduation are the key period to take training classes for the recru

63、itment tests.The national civil servant test takesplace once a year,and the provincial examinations for each province basically take place once a year,while a fewprovinces will have another joint examination to recruit civil servants in the second half year.And the recruitmentof public institution e

64、mployees and teachers are carried out according to the needs of the provinces and cities,which are distributed in each month throughout the year uncertainly.The documents of recruitment plan are of agreat amount.This seasonal fluctuation of recruitment has caused major growth bottlenecks for small a

65、nd medium-sizedtraining companies and has also provided large institutes with continuous motivation to constantly challenge thescale boundary.With the rapid increase in examination categories and business sectors,large enterprises willincreasingly enjoy the results of scale effects and obtain a more

66、 sound resource allocation structure.In recentyears,the momentum of recruitment examinations has switched to new areas such as public institutions,teachersand comprehensive recruitment,bringing the rapid concentration of market share into leading enterprises.2.4 Trends of the industrys future develo

67、pment1)The status of vocational education in education system is enhancing.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report12For a long time,Chinas education system has been dominated by curricula education and the foundation ofvocational education is relatively weak.There is a serious sho

68、rtage of high-end skilled talents supply and in thefuture,the need for more“skilled craftsmen”and“great builders”will remain urgent.In recent years,Chinas industrial structure is undergoing transformation and upgrading.The government hasclearly proposed that great efforts will be made to promote the

69、 development of emerging industries with strategicimportance,and the proportion of modern service industry will be further increased.With rapid changes in theindustrial structure,the requirements from enterprises for the professional competence and comprehensive qualityof technical personnel have gr

70、adually increased.New requirements for their practical ability have also been putforward.Traditional academic education cant fully meet the new requirements.Besides,the government continues to enhance the efforts to develop vocational education.In addition to thepertinent documents,such as Decision

71、of the State Council on Making Great Efforts to Develop VocationalEducation published in 2005,and National Plan for Vocational Education Reform and China s EducationModernization Plan 2035 published in 2019,the 14th Five-Year Plan for Vocational Skills Training,the firstnational five-year special pl

72、an for vocational skills training and the newly revised Vocational Education Law werereleased in 2022,confirming the social and legal status that vocational education should have.2)The continuous increase in the number of college graduates is an important indicator of the employmentsituation.Usually

73、,a faster growing economy will bring a higher level of employment.In recent years,economicgrowth has slowed down,but the number of university graduates has continued to grow.It has reached10.76million in 2022,setting a new historical record.College graduates account for more than half of the annual

74、demand of over 15 million new jobs,and thebonus period for the export of cheap rural labor has come to an end.The expansion of university enrollment hasobviously and directly accelerated the arrival of the inflection point.The labor shortage of farmer laborers coexistswith the difficult employment o

75、f college graduates.The demand for training for public service recruitmentexamination continues to rise.In addition,aiming to maintain sustained economic growth,realize transformation and upgrading,andovercome the“middle-income trap”,it is urgently necessary to carry out industrial upgrading of midd

76、le andhigh-end vocational education in order to improve the vocational skills and professional literacy ofknowledge-based employees.3)The serious shortage of high-quality supply is the main contradiction that restricts the development ofthe vocational education industry.At present,the foundation of

77、vocational education is still weak.Due to the extremely low concentration ofthe industry and the limited number of large vocational education institutes and enterprises,the supply ofhigh-quality vocational education is seriously insufficient.In the future,with the improvement of industryconcentratio

78、n and the continuous development of leading vocational education enterprises,core business elementsOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report13such as R&D,management and marketing of vocational education will gradually break through the originalboundaries of the industry,which will c

79、reate high-quality and cost-effective supplies,drive demand-side volumewith supply-side innovation and push the industry into a new track of rapid development.4)The urbanization wave will promote the continuous improvement of public service and the number ofemployees of the public service sector wil

80、l continue to expand.The process of urbanization is a key driver of the long-term impact on Chinas employment market growth.At present,the urbanization rate has exceeded 60%.Urbanization will expand the public financial expenditure andthe number of employees in the public service sector.Chinas urban

81、ization rate remains in a high-speed growthrange of 30%to 70%.It is likely to continue to develop for nearly 20 years to achieve an urbanization rate ofmore than 80%in developed countries.Meanwhile,continuous urbanization may also lead to more seriouslyinadequate public service supply in cities,whic

82、h will also impose higher requirements on the quality of publicservices.Compared with public products such as infrastructure,public services are labor-intensive inputs,especiallythe basic public services of local governments.It hires a huge number of employees while improving publicservice capabilit

83、ies.Chinas long-term goal for 2035 and the main goal of economic and social developmentduring the“14th Five-Year Plan”period require a significant increase in the level of equalization of basic publicservices.According to the research by the National Academy of Governance,the employed population in

84、thepublic sector in developed countries accounts for about 10%to 20%of the workforce,which is even higher than20%in Canada and Hong Kong.However,the employed population in the current public sector only accounts for5%in mainland China.With the deepening of urbanization,the proportion of employed pop

85、ulation in Chinas public sector willgradually increase;and the market of training for public service recruitment examination will also maintain along-term steady growth,which has been partially proved by the astonishing demands on the training for teacherrecruitment examination and recruitment exami

86、nation in medical treatment and public health.3.Main performance driving factorsSince the beginning of 2022,the Company is facing a harsher external environment with more toughchallenges for its operation compared with the year of 2021.Since March,the traditional peak period for theCompanys marketin

87、g and trainees enrollment in previous years,Covid-19 has broken out and spread in manyparts of the country,and the prevention and control situation gets tougher.Many cities have adopted stricterprevention and control measures.Hundreds of direct-operated branches of the Company in various areas suffe

88、redfrom periodic suspension of classes in turns.At the same time,the multi-provincial joint written exams for civilservants were postponed to early July.The exams were originally scheduled to start in late March.The interviewfor national civil servants and exams for teacher and public institution st

89、aff recruitment were also postponed.TheCompanys enrollment and teaching have been greatly disrupted.Uncertainty in operating environment hasOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report14objectively impacted the training business,and exerted great adverse influence on the Companys busin

90、essreceipts and revenue recognition.During the reporting period,the Company achieved a total operating income ofRMB 2,226,705,000,dropping by 54.15%from the same period of the previous year.The net profit attributable toshareholders of the listed Company was RMB-890,931,700,dropping by 816.95%over t

91、he same period of theprevious year.The net profit after deducting non-recurring profits and losses attributable to shareholders of theparent company was RMB-903,639,300,dropping by 431.85%from the same period of the previous year.At the same time,during the reporting period,facing the unfavorable bu

92、siness environment,the Companyproactively rectified the situation,timely adjusted the product structure,and continued to reduce the high-refundproducts.The Company actively optimized and adjusted its organization setting,personnel allocation and internalassessment mechanism in order to reduce cost.U

93、nder the circumstance that the income side is affected by theexternal adverse environment,the control of the expenditure side has proved to be effective.During the reportingperiod,the Companys operating costs dropped by 40%year-on-year,and sales expenses decreased by 28%year-on-year.The loss in Quar

94、ter 2 has narrowed from Quarter 1,and operating cash flow continued to improve.During the reporting period,the net cash flow from operating activities of the Company increased by 210%year-on-year.In the second half of the year,the Company will continue to improve its efficiency in operation andmanag

95、ement through cost reduction and efficiency increase,structural product adjustment and acceleration of newbusiness development.The Company will accurately grasp and timely respond to market risks,and make timelyadjustment to business strategies.The Company will further strengthen and refine the trai

96、ning business for variousexams postponed to Quarter 3 and seize favorable opportunities to steadily improve business situation andendeavor to implement the 2022 annual business boost plan.The key operating resources and performance indicators during the reporting period are shown in the table below:

97、ItemIndicatorsAt the end of thereporting periodAt the end of last yearIncrease/decreaseat the end of thereporting periodfrom the end of lastyearOperatingresourcesDirectly-operated branches1,4401,508-4.51%Employees28,99236,143-19.79%R&D personnel2,0152,452-17.82%Teachers12,09714,590-17.09%ItemIndicat

98、orsCurrentreporting periodSame period of last yearIncrease/decreasein the reportingperiod from thesame period of thelast yearOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report15Business andprofitsRevenue of face-to-face training(RMB)1,368,356,235.833,120,444,415.18-56.15%Revenue of online tr

99、aining(RMB)848,295,633.451,708,087,123.01-50.34%Number of training participants1,841,785.002,792,112.00-34.04%Operating income(RMB)2,226,704,962.114,855,998,263.50-54.15%Net profits attributable toshareholders of the listedCompany(RMB)-890,931,710.33-97,162,509.03-816.95%Section II.Analysis of the C

100、ompanys core competitivenessThe Companys core competitiveness is based on the formation of an enterprise platform driven by the capabilityof vertically integrated quick response.The key driving factors are as follows:1.Clustered professional R&D output continuously increases the momentum for innovat

101、ion.At the beginning of the career,the Company took the lead in carrying out full-time and professional R&D,based on which it created a brand-new market.Over the past decade,the Company has fostered an expert teamwith rich practical experience of R&D and R&D management through front-line teaching pr

102、actice and adaption tomarket upgrading.Under the joint lead of the founding team and the expert team,a full-time R&D team of morethan 2,000 people has formed.With the expansion of categories and the involvement of different sectors,theCompanys professional R&D not only achieves the continuous divisi

103、on of labor under the scale effect,but alsocontinuously creates R&D cluster effect of continuous collaboration between categories,which greatly improvesthe efficiency of R&D,especially the graft efficiency of stock R&D resources for new categories and newbusinesses.2.Vertical integrated fast respons

104、e capability supports the Companys sustainable operation structurallyOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report16and efficiently.The high operation efficiency far beyond the general industries is a necessity to realize scale economy andestablish competitive barrier in the decentraliz

105、ed market.Therefore,vertical integrated rapid response system andcapability can best adapt to this kind of market environment.In each exam,Business outlets Headquarterscommand center Teaching sites are giving responses and feedback with high frequency every day.Thus,theeffect of management and learn

106、ing far above average can be realized.Vertical integrated corporate structure can not only realize the high efficiency of operation,but also beeffectively compatible with the management impact brought by rapid business category expansion.So investmentin and innovation on this corporate structure has

107、 always been a central part of the management reform.At present,Offcn Edu has established more than 1,400 business outlets covering 300 prefecture-level cities.Simultaneously,the headquarters command center continues to seek the scale effect of management with the help of managementreform and digita

108、l operation.In recent years,Offcn Edu has also continuously invested in the construction oflarge-scale one-stop bases for food,housing and learning to promote the realization of large-scale factoryoperation on the teaching sites.3.Digital operation forms the enterprise platform with“real-time situat

109、ional awareness”.The teams exploration for digital operation has lasted for more than 15 years,and in recent years,theinvestment scale for digital operation infrastructure has increased significantly.One reason is to meet themanagement needs for rapid expansion of categories.The other reason lies in

110、 the great adaptability of verticallyintegrated fast response system to the digitization.After the system was integrated with the digitization in depth,itgenerated higher operating efficiency and significantly improved the front and background response frequencyfrom units of days to a level close to

111、“real-time situational awareness”,which enhanced the Companys corecompetitiveness based on speed economy.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report174.The values of kindness and altruism allow the Company to maintain strong organizational cohesion inhigh growth.As a knowledgeable sta

112、ff-intensive vocational education institution,the Company has established a conciseand effective corporate culture in the long journey of arduous entrepreneurship,with the core value of“Be Kind&Do Right”and advocating altruism.Not only has it become a company system,but also the founding team hastak

113、en the lead to set an example,driven it step by step,and unswervingly implemented it in the operation,makingthe values of Offcn Edu ubiquitous and flourishing in the enterprise.This distinctive and tangible corporateculture allows the Company to maintain strong organizational cohesion.5.Offcn Edu st

114、rives to strengthen the Partys construction to promote the healthy and vigorousdevelopment of the Company.From the establishment of the Party committee in 2018 to the establishment of the first Party school ofnon-public-owned enterprise in 2019,the Party committee of Offcn Edu fully utilizes the Com

115、panys advantagesof knowledge,theory,and technology and actively promotes and implements the Party s political routes,principles,and policies to employees and trainees.Meanwhile,Offcn Edu focuses on the integration of the Partybuilding of non-public enterprises with corporate culture construction to

116、promote the healthy and vigorousdevelopment of the enterprise.As of June 30,2022,the Company has over 5,000 Party members,accounting for about one-fifth of the totalnumber of employees.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report18Section III.Core business analysisOverviewRefer to“Sect

117、ion I.The Companys main business during the reporting period”.Year-on-year changes of major financial dataUnit:RMBCurrent reporting periodSame period of lastyearYear-on-yearincrease ordecreaseReasons for changesOperatingincome2,226,704,962.114,855,998,263.50-54.15%Mainly due to the reduction of then

118、umber of face-to-face classes in thefirst half of 2022 compared with thesame period of the last year and thepostponement of the provincial jointexamination,under the circumstance ofpandemic prevention and control.Operatingcost1,609,828,642.682,684,951,238.24-40.04%Mainly due to the decreased number

119、offace-to-face classes influenced by thebreakoutofpandemicinmanyprovinces and cities in this period,thereduction of labor expenses with thedecreased number of teachers and thedecreased performance-based salary ofemployees impacted by operating loss.Salesexpenses701,766,026.73975,972,472.83-28.10%Mai

120、nlyduetothereductionofmarketing activities influenced by thebreakoutofpandemicinmanyprovinces and cities in this period,thereduction of labor expenses with thedecreasednumberofmarketingpersonnelandthedecreasedperformance-based salary of employeesimpacted by operating loss.Managementexpenses472,072,6

121、38.67607,894,812.80-22.34%Mainly due to the reduction of laborexpenses with the decreased number ofmanagementpersonnelandthedecreased performance-based salary ofemployees impacted by operating loss.Financialexpenses142,651,288.82257,804,336.41-44.67%Mainly due to the decrease of bank loaninterestand

122、financialinstitutionhandling fee in this period.Income tax-140,436,954.647,582.67-1,852,177.89%Mainlyduetotherecognitionofdeferred tax assets in this period.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report19expensesR&Dinvestment327,590,103.90542,875,812.43-39.66%Mainly due to the reduction

123、 of laborexpenditure on R&D personnel resultedfrom its decreased number and thedecreased performance-based salary ofemployees impacted by operating loss.Net cashflow fromoperatingactivities1,032,982,411.32-939,091,457.95210.00%Mainly due to the decreased number offace-to-faceclassesandmarketingactiv

124、ities influenced by the breakout ofpandemic in many provinces and citiesin this period,the reduction of laborexpenses with the decreased number ofstaffandthedecreasedperformance-based salary of employeesimpacted by operating loss.Net cashflows frominvestingactivities310,394,650.18-857,536,416.32136.

125、20%Mainly due to the purchase of land userights in the same period of the lastyear.Net cashflow fromfinancingactivities-2,187,990,182.13-593,198,529.67-268.85%Mainly due to the absence of newshort-term borrowings in this period.Net increasein cash andcashequivalents-844,613,120.63-2,389,826,403.9464

126、.66%Mainlyduetothecomprehensiveimpact of the net cash flow fromoperating,investingandfinancingactivities in this period.Significant changes of the components or origin of profits during the reporting period:The Companys components or origin of profits did not change significantly during the reportin

127、g period.Composition of revenueUnit:RMBThis reporting periodSame period of last yearYear-on-yearincrease ordecreaseAmountProportion ofrevenueAmountProportion ofrevenueRevenue2,226,704,962.11100%4,855,998,263.50100%-54.15%SectorsEducationaltraining2,216,651,869.2899.55%4,828,531,538.1999.43%-54.09%Ot

128、hers10,053,092.830.45%27,466,725.310.57%-63.40%Categories of productTraining for civil717,894,206.6932.24%2,314,794,227.8647.67%-68.99%Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report20servant testTraining for publicinstitution test435,320,029.0119.55%618,725,582.6512.74%-29.64%Training fo

129、rteachersrecruitment andqualification test386,910,102.7517.38%534,948,828.8411.02%-27.67%Training for otherpublic services testand new businesses676,527,530.8330.38%1,360,062,898.8428.01%-50.26%Others10,053,092.830.45%27,466,725.310.57%-63.40%RegionsNortheast China271,813,047.9812.21%733,517,217.121

130、5.10%-62.94%North China373,570,051.8216.78%890,311,431.1418.33%-58.04%East China525,698,968.2923.61%1,172,672,546.0724.15%-55.17%Middle China308,986,718.3613.88%559,497,519.2411.52%-44.77%South China231,424,869.6210.39%379,585,003.577.82%-39.03%Southwest China268,491,448.8012.06%547,267,354.9211.27%

131、-50.94%Northwest China236,666,764.4110.63%545,680,466.1311.24%-56.63%Others10,053,092.830.45%27,466,725.310.57%-63.40%Particulars of sectors,products or regions that account for more than 10%of the revenue or operating income ApplicableNot applicableSection IV.Non-core business analysisApplicable No

132、t applicableUnit:RMBAmountProportion of totalprofitsReasonsSustainable or NotInvestment income-2,230,731.920.22%Mainly due toinvestment income ofassociate enterprisesunder equity method,income from financialproducts,and interestof fixed time deposit.UncertainGains and losses fromchanges in fair valu

133、e-3,435,742.210.33%Changes in fair valueof financial productUncertainNon-operatingexpenses4,372,388.19-0.42%Formed during theoperating processUncertainSection V.Analysis of assets and liabilities1.Major changes in asset compositionUnit:RMBOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report21E

134、nd of the reporting periodEnd of last yearIncrease ordecrease inproportionExplanationsonmajorchangesAmountProportion oftotal assetsAmountProportion oftotal assetsMonetary fund1,125,206,088.9312.56%1,970,361,272.6419.12%-6.56%Nomajorchanges in thecurrent periodAccountsreceivable40,173,740.040.45%40,3

135、74,842.270.39%0.06%Nomajorchanges in thecurrent periodInvestmentproperties634,777,014.967.08%644,936,541.466.26%0.82%Nomajorchanges in thecurrent periodLong-termequityinvestment37,342,667.620.42%46,850,364.400.45%-0.03%Nomajorchanges in thecurrent periodFixed assets1,719,895,941.9219.19%1,770,372,33

136、8.8517.18%2.01%Nomajorchanges in thecurrent periodConstruction inprogress311,967,758.923.48%294,785,678.312.86%0.62%Nomajorchanges in thecurrent periodRight-of-useasset1,213,157,017.2413.54%1,342,280,387.0813.03%0.51%Nomajorchanges in thecurrent periodShort-termborrowings1,251,590,694.3613.97%3,152,

137、945,812.5930.60%-16.63%Mainly due tothe absence ofnew short-termborrowingsinthecurrentperiodContractliabilities4,783,136,184.3653.37%3,063,721,290.2829.73%23.64%Mainly due tothe delay in therecognitionofincome for thereasonofpostponementoftheprovincial jointexamsinthecurrent periodLease liabilities5

138、24,208,664.695.85%635,691,184.876.17%-0.32%Nomajorchanges in thecurrent period2.Key overseas assets ApplicableNot applicable3.Assets and liabilities measured at fair valueApplicable Not applicableUnit:RMBItemsOpeningBalanceProfits andlosses from theAccumulatedchanges infair valueProvisionforimpairme

139、ntAmount ofpurchase in thecurrent periodAmount of salesin the currentperiodOtherChangesClosing BalanceOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report22changes in fairvalue incurrentperiodattributed toequityin currentperiodFinancialassetsTransactionalfinancialassets(excludingderivativefina

140、ncialassets)376,986,621.74-3,435,742.21108,700,000.00449,816,629.8732,434,249.66Investmentin otherequityinstruments130,400,000.00130,400,000.00Total507,386,621.74-3,435,742.21108,700,000.00449,816,629.87162,834,249.66Financialliabilities0.000.00Others changesWhether the Companys major assets measure

141、ment attributes have significant changes during the reporting period YesNo4.Assets with restricted rights as of the end of the reporting periodUnit:RMBItemsBook value at the end of the periodReasons for RestrictionMonetary fund13,200.00DepositTotal13,200.00Section VI.Analysis of investments1.Overvie

142、wApplicable Not applicableAmount of investment during thereporting period(RMB)Amount of investment in the same periodof last year(RMB)Variation131,108,166.248,300,352,568.17-98.42%2.Major equity investment obtained during the reporting period ApplicableNot applicable3.Major non-equity investment ong

143、oing during the reporting periodOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report23 ApplicableNot applicable4.Financial assets investment(1)Securities investment ApplicableNot applicableThere is no securities investment during the reporting period.(2)Derivatives investment ApplicableNot app

144、licableThere is no derivatives investment during the reporting period.5.Use of raised fund ApplicableNot applicableThere is no use of raised fund during the reporting period.Section VII.Sale of major assets and equity1.Sales of major assets ApplicableNot applicableThere is no sales of major assets d

145、uring the reporting period.2.Sales of major equity ApplicableNot applicableSection VIII.Analysis of major holding and participating companiesApplicable Not applicableMajor subsidiaries and shareholding companies that affect the Companys net profit by more than 10%Unit:RMBCompanynameBeijing Offcn Edu

146、cation Technology Co.,Ltd.CompanytypeSubsidiaryMajorbusinessEducational technology consulting,technology development,technical services,technology promotion,technologytransfer;educational consulting;cultural consulting;corporate management consulting;corporate investmentconsulting;computer technolog

147、y training(not for national admissions);public relations services;hosting exhibitionactivities;organizing cultural and artistic exchange activities(excluding performances);conference services;design,production,agency,release of advertisements;job intermediary activities;radio and television program

148、production;human resource services;engaging in Internet cultural activities;publication retails;operating telecommunicationbusiness;publication wholesale.(Market entities independently choose operating projects and carry out operatingactivities in accordance with the law;job intermediary activities,

149、radio and television program production,humanresource services,engaging in Internet cultural activities,publication retail,telecommunications business,publicationOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report24wholesale and projects subject to approval in accordance with the law,and afte

150、r approval by relevant departments,carry out operating activities in accordance with the approved content;shall not engage in operating activities that areprohibited or restricted by the state and this citys industrial policies.)Registeredcapital90,000,000.00Total assets7,728,923,391.10Net assets124

151、,402,153.06Revenue2,226,277,077.92Operatingincome-971,302,315.70Net profit-831,256,054.08Acquisition and disposal of subsidiaries during the reporting period.Applicable Not applicableCompany nameMethod of acquisition and disposal ofsubsidiaries in the reporting periodImpact on the overall business o

152、perationand performanceSichuan Offcn Luming Cultural MediaCo.Ltd.New establishmentNo major impactTianjin Jinnan Offcn LexueTrainingSchool Co.,Ltd.New establishmentNo major impactMajor holding and participating companiesThe wholly-owned subsidiary of the Company,Beijing Offcn Education Technology Co.

153、,Ltd,earnedrevenue of RMB 2,226.2771 million in the first half of 2022 with a decrease of 37.99%over the first half of 2021;the net profits of Beijing Offcn Education Technology Co.,Ltd in the the first half of 2022 is RMB-831.2561million,with a decrease of 1237.02%over the same period of last year.

154、The main reasons are as follows:the dualimpact from the pandemic and economic situation,the postponement of provincial joint exams,the periodicfluctuation of exams in education and training industry,tightened demand for training,and the weaker willingnessto attend training.At the same time,many prov

155、inces and cities took measures such as work from home,homequarantine,travel reduction and etc.to prevent and control the pandemic during different period in 2022.Thus,local directly-operated outlets and learning centers were closed temporarily,and offline training were suspended,which has affected b

156、usiness development and performance achievement to a certain extent,and further impactedoperating income.Section IX.Structured entities controlled by the Company ApplicableNot applicableSection X.Possible risks and responses1.Industry policy risksOffcn Education Technology Co.,Ltd.2022 Semi-Annual R

157、eport25The prosperity of the vocational education industry has a high correlation with the policy environment,and iseasily affected by the vocational education policies.In recent years,in order to support the development of thevocational education industry,the state has successively issued a number

158、of industry support and encouragementpolicies.However,it will take time for the corresponding supporting laws and regulations to be fully implemented,and there will still be uncertainties in the future.If there are major changes or adjustments in relevant laws andregulations or industrial policies i

159、n the future,it may exert an impact on the development trend of vocationaleducation industry,thus influencing the Companys future business and performance.In addition,the Companyhas a large number of branches and training venues are widely distributed.It cannot be ruled out that in the future,releva

160、nt regulatory departments of provinces,autonomous regions and municipalities may issue more stringentregulations for the local education and training industry,which may affect the Companys operations in the region.Responses:Each branch of the Company has established a tracking research policy team t

161、o conduct in-depthanalysis of the policies.At the same time,the Companys profound accumulated strength in IT independentdevelopment and the effective digital transformation of operations simultaneously ensure the high efficiency ofinformation feedback.Through the upgrading and rebuilding of basic sy

162、stems such as ERP,CRM and teachingplatform,it is possible to obtain,perceive and predict the direction and trend of relevant policy changes in variousplaces in time,make layout and adjust in advance,avoid relevant policy risks,and take advantage of industrypolicies to promote the Companys business d

163、evelopment.2.Market riskThe vocational education industry is encouraged by national policies and is expected to continue to keepprosperous,which will definitely attract more and more capital being poured into education training industry andmake the market competition even more fierce.At the same tim

164、e,the recurrence of Covid-19 has put Chinaseconomy under triple pressure of shrinking demand,supply shock and weak expectations.Though the promotionof Covid-19 vaccine in various places has laid a foundation for economy recovery,consumers confidence hassignificantly dropped.Consumption willingness i

165、s low and the demand for training has significantly shrunk.Therefore,from long term perspective,the market demand will still be growing but it cannot be ruled out that inthe short term,the demand may decline due to various factors,such as students low enthusiasm to participate intests.Responses:The

166、Company will continue to maintain effective R&D investment.By investing in technologyinfrastructure and technical teams,the productivity of science and technology will be fully integrated into theoperating system to boost business innovation and improve the quality of products and services.The Compa

167、nywill optimize product structure in a timely manner,and focus on the needs of the market and students.TheCompany will polish curriculum product quality and innovate service mode to improve operating efficiency;andat the same time,according to the Companys operating conditions,the Company will seek

168、the balance in products,personnel,and channels,strengthen cost control,and consolidate the companys ability to resist market risks.3.Operational management riskOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report26With the continuous expansion of the Companys business categories and branches,t

169、he Company must facethe risk brought about by the mismatch between expansion and management capabilities.To facilitate thedevelopment,the cost of venue leasing and human resources increases continually,which results in the decline ofthe current profit level and profit rate,etc.At the same time,the p

170、andemic is recurring in some parts of Chinaresulting in the failure to carry out offline training in some regions.In addition,due to the impact of the pandemic,the recruitment tests for civil servant in some regions has been delayed or canceled,resulting in a decline inmarket demand.If the pandemic

171、worsens or spreads further in the future,it may have a material adverse impact onthe Companys operating results.Responses:In view of the above risks,the Company will continue to optimize its management system ofvertical integrated fast response,enhance the coordination between large-scale knowledge

172、employees,improvemanagement and operation efficiency and upgrade human resources structure to match the business expansionstrategy of the Company.The Company attaches importance to talent reserves,makes arrangements in advance,and promotes the realization of growth expectations for new categories.Th

173、e Company will continue to invest inonline and OMO aspects to improve the integration of offline and online businesses and alleviate the impact of thepandemic.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report27Chapter 4Corporate GovernanceSection I.Annual general meeting and extraordinary g

174、eneral meetings convened during thereporting period1.Particulars about the shareholders general meeting during the reporting periodSessionTypeInvestorParticipationConvening dateDisclosuredateDisclosure index2022 FirstExtraordinaryGeneral MeetingExtraordinaryGeneralMeeting75.06%January 28,2022January

175、 29,2022For details,refer to theAnnouncement on Resolutions of theFirst Extraordinary GeneralMeeting of 2022(No.2022-012)disclosed on .2021 AnnualGeneralMeetingAnnual GeneralMeeting78.27%June 27,2022June 28,2022For details,refer to theAnnouncement on Resolutions of theAnnual General Meeting of 2021(

176、No.2022-052)disclosed .2.Extraordinary general meetings requested by preferred shareholders with restored voting rights:ApplicableNot applicableSection II.Changes of Directors,Supervisors,and Senior ExecutivesApplicableNot applicableNameTitleTypeDateReasonsWang QiangIndependentdirectorResignationaft

177、er expirationof appointmentJanuary 28,2022Because of his expiration of appointment,Mr.WangQiangnolongerservesasanindependent director of the Company.Tong YanIndependentdirectorResignationafter expirationof appointmentJanuary 28,2022Because of her expiration of appointment,Ms.Tong Yan no longer serve

178、s as an independentdirector of the Company.Wang XuejunDeputy generalmanagerResignationafter expirationof appointmentJanuary 28,2022Because of his expiration of appointment,Mr.Wang Xuejun no longer serves as the deputygeneral manager of the Company.Jiang TaoIndependentdirectorElectedJanuary 28,2022Ac

179、cordingtotheelectionresultsoftheCompanys 2022 First ExtraordinaryGeneral Meeting and the First Meeting of theSixth Board of Directors,Mr.Jiang Tao waselected as an independent director of theCompanys Sixth Board of Directors.Chen YuqinIndependentdirectorElectedJanuary 28,2022Accordingtotheelectionre

180、sultsoftheCompanys 2022 First ExtraordinaryGeneral Meeting and the First Meeting of theSixth Board of Directors,Ms.Chen Yuqin waselected as an independent director of theCompanys Sixth Board of Directors.Section III.The Companys common stock profit distribution and capitalization of capitalOffcn Edu

181、cation Technology Co.,Ltd.2022 Semi-Annual Report28reserve during the reporting period ApplicableNot applicableThe Company plans not to distribute cash dividends,bonus shares,or to increase share capital by convertingcapital reserve in the first half of the year.Section IV.Implementation of the Comp

182、any s equity incentive plan,employee stockownership plan or other employee incentive measuresApplicableNot applicableThere is no such situation of the Companys equity incentive plan,employee stock ownership plan or otheremployee incentive measures during the reporting period.Offcn Education Technolo

183、gy Co.,Ltd.2022 Semi-Annual Report29Chapter 5Environmental and Social ResponsibilitiesSection I.Environmental protectionDid the listed Company and its subsidiaries belong to the major pollutant discharge units announced by theMinistry of Ecology and Environment?YesNoSituations of receiving administr

184、ative punishment due to environmental issues during the reporting periodN/AMeasures taken to reduce carbon emissions during the reporting period and the effectsApplicableNot applicableReasons of not disclosing other environmental informationN/ASection II.Social ResponsibilitiesThe Company has not ca

185、rried out targeted poverty alleviation and other work in the first half of the year.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report30Chapter 6Significant EventsSection I.Commitments that the Companys actual controllers,shareholders,related parties,acquirers,the Company and other relevant

186、parties have fulfilled during the reporting periodand have not fulfilled as of the end of the reporting periodApplicableNot applicableImportant commitments made by the parties involved in the major assets restructuring are as follows:CommitmentpartyCommitmenttypeContents of commitmentCommitmenttimeC

187、ommitmentperiodPerformanceYaxiaIndustrial,Zhou Xiayun,Zhou Hui,Zhou Li,Phase-IemployeestockownershipplanLetter ofcommitmenton the sharelock-upperiodAfter the completion of the transaction(starting from the date of the listing ofsharesissuedinthistransaction),theCompany/I/the plan shall not transfer

188、theshares with rights and interests of YaxiaAuto within 36 months.After the completion of the transaction,theshares held by the Company/I/the plan,derived from Yaxia Auto shares due to thedistribution of stock dividends and theconversion of capital reserve to sharecapitalshallalsocomplywiththeabove-

189、mentioned arrangement of restrictedsale of shares.IftheChinaSecuritiesRegulatoryCommissionand/orShenzhenStockExchange have/has other provisions for theabove-mentionedlock-upperiodarrangement,the Company/I/the plan willadjust and implement the above-mentionedlock-up period arrangement according tothe

190、latestregulationsoftheChinaSecurities Regulatory Commission and/orShenzhen Stock Exchange.If violating the above commitments,theCompany/I/the plan will bear all lossescaused to YaxiaAuto.May 4,2018Jan.31,2022FulfilledLi YongxinLetter ofCommitmenton lock-upperiod forsubscription1.The shares of the li

191、sted Companysubscribed by myself in this transactionshall not be transferred or dealt with in anyother forms within 36 months from the dateof the listing of the shares.Within 6 monthsApr.27,2018Jan.31,2022Under normalimplementationOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report31of shares

192、after the listing of the shares,if the closingprice of the listed Company stock is lowerthan the issue price for consecutive 20trading days,or the closing price of thestock at the end of the 6 months after thelisting of the shares is lower than the issueprice,the lock-up period of considerationshare

193、sacquiredbymyselfshallbeautomatically extended for 6 months on thebasis of the original lock-up period.(Ifdividendorbonussharesdistribution,conversion of capital reserve or allotmentby the listed Company occurred during theabove-mentionedperiod,theaforementionedissuepriceshallbecalculated based on t

194、he price adjusted byfactors as ex-dividend and ex-rights,etc.)2.As the transferee of 72,696,561 YaxiaAuto shares held by Anhui Yaxia IndustrialCo.,Ltd.,I shall not transfer such shareswithin 36 months from the registration dateof such shares in my securities account.3.The aforesaid arrangement of sh

195、arelock-up does not affect the implementationof profit compensation for this transaction,thatis,whenIneed tomakeprofitcompensation,the listed Company has theright to relieve the lock-up of shares incorresponding amount in advance for profitcompensation.4.I promise to abide by the followingprovision:

196、if the transaction is investigatedbyjudiciaryauthoritiesortheChinaSecuritiesRegulatoryCommissiononsuspicion of misrepresentations,misleadingstatements,or material omissions in regardto the information provided or disclosed,the shares of the listed Company acquiredin this transaction shall not be tra

197、nsferreduntil the conclusion of the investigation isclarified.5.Afterthecompletiondateofthistransaction,my increased shares due tobonus shares distribution or conversion ofOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report32capital reserve of the listed Company shallalso comply with the fore

198、going provisions.6.If the aforementioned lock-up periodarrangement does not comply with thelatest laws and regulations and the latestregulatory requirements of the securitiesregulatory institution,I agree to implementthe arrangement in accordance with thelatestlawsandregulationsandtherequirements of

199、 the regulatory agency.7.After the lock-up period expires,it willbe implemented in accordance with therelevant regulations of the China SecuritiesRegulatory Commission and the ShenzhenStock Exchange.LuZhongfangLetter ofcommitmenton lock-upperiod forsubscriptionof shares1.The shares of the listed Com

200、panysubscribed by myself in this transactionshall not be transferred or dealt with in anyother forms within 36 months from the dateof the listing of the shares.Within 6 monthsafter the listing of the shares,if the closingprice of the listed Company stock is lowerthan the issue price for consecutive

201、20trading days,or the closing price of thestock at the end of the 6 months after thelisting of the shares is lower than the issueprice,the lock-up period of considerationsharesacquiredbymyselfshallbeautomatically extended for 6 months on thebasis of the original lock-up period.(Ifdividendorbonusshar

202、esdistribution,conversion of capital reserve or allotmentby the listed Company occurred during theabove-mentionedperiod,theaforementionedissuepriceshallbecalculated based on the price adjusted byfactors as ex-dividend and ex-rights,etc.)2.The aforesaid arrangement of sharelock-up does not affect the

203、 implementationof profit compensation for this transaction,thatis,whenIneed tomakeprofitcompensation,the listed Company has theright to relieve the lock-up of shares incorresponding amount in advance for profitApr.27,2018Jan.31,2022Under normalimplementationOffcn Education Technology Co.,Ltd.2022 Se

204、mi-Annual Report33compensation.3.I promise to abide by the followingprovision:if the transaction is investigatedbyjudiciaryauthoritiesortheChinaSecuritiesRegulatoryCommissiononsuspicion of misrepresentations,misleadingstatements,or material omissions in regardto the information provided or disclosed

205、,the shares of the listed Company acquiredin this transaction shall not be transferreduntil the conclusion of the investigation isclarified.4.Afterthecompletiondateofthistransaction,my increased shares due tobonus shares distribution or conversion ofcapital reserve of the listed Company shallalso co

206、mply with the foregoing provisions.5.If the aforementioned lock-up periodarrangement does not comply with thelatest laws and regulations and the latestregulatory requirements of the securitiesregulatory institution,I agree to implementthe arrangement in accordance with thelatestlawsandregulationsand

207、therequirements of the regulatory agency.6.After the lock-up period expires,it willbe implemented in accordance with therelevant regulations of the China SecuritiesRegulatory Commission and the ShenzhenStock Exchange.KeruiTechnologyInnovationLetter ofcommitmenton lock-upperiod forsubscriptionof shar

208、es1.The shares of the listed Companysubscribed by Kerui Technology Innovationin this transaction shall not be transferredor dealt with in any other forms within 36months from the date of the listing of theshares.Within 6 months after the listing ofthe shares,if the closing price of the listedCompany

209、 stock is lower than the issueprice for consecutive 20 trading days,orthe closing price of the stock at the end ofthe 6 months after the listing of the sharesis lower than the issue price,the lock-upperiod of consideration shares acquired byKeruiTechnologyInnovationshallbeJul.27,2018Jan.31,2022The C

210、ompanysshares held byKeruiTechnologyInnovation werelisted forcirculation onFebruary 11,2022,theshareholdersshare lock-upcommitmentshad beenfulfilled.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report34automatically extended for 6 months on thebasis of the original lock-up period.(Ifdividendo

211、rbonussharesdistribution,conversion of capital reserve or allotmentby the listed Company occurred during theabove-mentionedperiod,theaforementionedissuepriceshallbecalculated based on the price adjusted byfactors as ex-dividend and ex-rights,etc.)2.The enterprise promises to abide by thefollowing pr

212、ovision:if the transaction isinvestigated by judiciary authorities or theChina Securities Regulatory Commissiononsuspicionofmisrepresentations,misleadingstatements,ormaterialomissions in regard to the informationprovided or disclosed,the shares of thelisted Company acquired in this transactionshall

213、not be transferred until the conclusionof the investigation is clarified.3.Afterthecompletiondateofthistransaction,the increased shares acquiredby the enterprise due to bonus sharesdistribution or conversion of capital reserveof the listed Company shall also complywith the foregoing provisions.4.If

214、the aforementioned lock-up periodarrangement does not comply with thelatest laws and regulations and the latestregulatory requirements of the securitiesregulatory institution,the enterprise agreestoimplementthearrangementinaccordancewiththelatestlawsandregulations and the requirements of theregulato

215、ry agency.5.After the lock-up period expires,it willbe implemented in accordance with therelevant regulations of the China SecuritiesRegulatory Commission and the ShenzhenStock Exchange.OffcnPartnershipLetter ofcommitmenton thelock-up ofWithin 36 months from the date of thetransfer of 80,000,000 sha

216、res of Yaxia Autoheld by Anhui Yaxia Industrial Co.,Ltd.tothe enterprise,the shares shall not beApr.27,2018Jan.31,2022Under normalimplementationOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report35sharestransferred.The lock-up period of theshares increased during the above periodduetobonussha

217、resdistribution,conversion of capital reserve or allotmentof shares by Yaxia Auto,shall be the sameas the underlying shares.Ifthe enterpriseviolates commitmentslisted above,it will bear all losses caused toYaxiaAuto.Li Yongxinand other 10counterpartiesLetter ofcommitmenton thelock-up ofOffcnPartners

218、hipscontributionsharesWithin 36 months from the date of thetransfer of 80,000,000 shares of Yaxia Autoheld by Anhui Yaxia Industrial Co.,Ltd.toBeijingOffcnFutureInformationConsulting Center(Limited Partnership),Ior the enterprise shall not in any waytransfer the shares of Beijing Offcn FutureInforma

219、tion Consulting Center(LimitedPartnership)orwithdrawfromthepartnershipwithBeijingOffcnFutureInformation Consulting Center(LimitedPartnership),nor do we transfer,assign orauthorize other entities in any way to fullyor partially have the rights and interestsindirectly related to the shares of YaxiaInd

220、ustrial Co.,Ltd.held by Beijing OffcnFutureInformationConsultingCenter(Limited Partnership).Jul.27,2018Jan.31,2022FulfilledLi YongxinLuZhongfangWangZhendongOffcnPartnershipLetter ofcommitmentonmaintainingindependenceof the listedCompanyI.Guarantee the independence of the listedCompanys personnel.(1)

221、Itisguaranteedthatafterthecompletion of this transaction,the labor,thepersonnel,andremunerationmanagement of the listed Company shall becompletely independent from myself/OffcnPartnership,and from other related parties,such as companies,enterprises or economicorganizations,controlled by myself/Offcn

222、Partnership.(2)Itisguaranteedthatafterthecompletionofthistransaction,seniorexecutivesshallworkasfull-timeemployees and receive remuneration in thelisted Company.They shall not hold anypositions other than directors or supervisorsApr.27,2018Long-termUnder normalimplementationOffcn Education Technolog

223、y Co.,Ltd.2022 Semi-Annual Report36inothercompanies,enterprises,oreconomicorganizationscontrolledbymyself/Offcn Partnership.(3)Itisguaranteedthatafterthecompletion of this transaction,the officialpowers of the shareholders meeting andboardofdirectorsonpersonnelappointments and dismissals in the list

224、edCompany shall not be interfered.II.Guarantee the independence of institutesof the listed Company.(1)Itisguaranteedthatafterthecompletion of this transaction,the listedCompany shall build a sound structure ofcorporategovernanceanddevelopanindependent and complete organizationalstructure.(2)Itisguar

225、anteedthatafterthecompletion of this transaction,the generalmeeting of shareholders,the board ofdirectors,and the board of supervisors shallindependently exercise their powers inaccordance with laws,regulations and theCompanys Articles of Corporation.III.Guaranteetheindependenceandcompleteness of th

226、e assets of the listedCompany.(1)Itisguaranteedthatafterthecompletion of this transaction,the listedCompanyshallhaveindependentandcomplete assets related to production andoperation.(2)Itisguaranteedthatafterthecompletion of this transaction,the businesspremises of the listed Company shall beindepend

227、entfrommyself/OffcnPartnership,and other related parties,suchascompanies,enterprises,orothereconomicorganizationscontrolledbymyself/Offcn Partnership.(3)Itisguaranteedthatafterthecompletion of this transaction,except fornormal business dealings,there shall be nocapital and assets of the listed Compa

228、nyOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report37occupied by myself/Offcn Partnership,andother related parties,such as companies,enterprisesoreconomicorganizations,controlled by myself/Offcn Partnership.IV.Guarantee the independence of thelisted Companys business.(1)Itisguaranteedthataf

229、terthecompletion of this transaction,the listedCompany shall have the qualifications ofindependentlyconductingbusinessactivities and the capabilities of runningmarket-oriented,independent,autonomousand sustainable business.(2)Itisguaranteedthatafterthecompletionofthistransaction,I/OffcnPartnership,a

230、ndother related parties,such as companies,enterprises,or othereconomicorganizationscontrolledbymyself/OffcnPartnershipshallavoidengaging in the businesses which have acompetitive relationship with the listedCompany and its subsidiaries.(3)Itisguaranteedthatafterthecompletionofthistransaction,I/Offcn

231、Partnership,andrelated parties,such ascompanies,enterprises,or other economicorganizations controlled by myself/OffcnPartnershipshallreducerelated-partytransactions with the listed Company andits subsidiaries.Related-party transactionsthat are really necessary and unavoidableshall be conducted in a

232、market-oriented andfairly way and perform relevant approvalprocessesandinformationdisclosureobligations in accordance with relevantlaws,regulationsandregulatorydocuments.V.Guarantee the financial independence ofthe listed Company.(1)Itisguaranteedthatafterthecompletion of this transaction,the listed

233、Company shall establish an independentfinancialdepartmentwithindependentfinancialaccountingsystemsandOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report38standardizedandindependentfinancialaccounting rules.(2)Itisguaranteedthatafterthecompletion of this transaction,the listedCompanyshallopenb

234、ankaccountsindependently and shall not share bankaccountswithmyself/OffcnPartnership/other related parties,such ascompanies,enterprises or other economicorganizations controlled by myself/OffcnPartnership.(3)Itisguaranteedthatafterthecompletion of this transaction,financialpersonnel hired by the lis

235、ted Companyshall not hold any part-time positions inother related parties,such as companies,enterprises or other economic organizationscontrolled by myself/Offcn Partnership(4)Itisguaranteedthatafterthecompletion of this transaction,the listedCompany can make financial decisionsindependently.I/Offcn

236、 Partnership shall notinterfere with the use of funds by the listedCompany.(5)Itisguaranteedthatafterthecompletion of this transaction,the listedCompany will pay taxes independentlyaccording to laws.I/Offcn Partnership shall be liable for alllosses caused to the listed Company and itssubsidiaries du

237、e to my/Offcn Partnershipsfailure in fulfilling the above commitments.Li Yongxin,LuZhongfangLetter ofCommitmenton avoidinghorizontalcompetitionI.As of the date of signing this letter ofcommitment,myself,my close relativesandothercompanies,enterprisesoreconomicorganizationscontrolledbymyself and my c

238、lose relatives,except forBeijingOffcnOnlineEducationTechnology Co.,Ltd.(hereinafter referredto as Offcn Online),controlled by myrelativesXuhua andLu Yan,and itsaffiliated schools which are involved in thesame or similar businesses conducted byOffcn Ltd.,other related parties are notSept.20,20181.The

239、 transferof KairuierTrainingSchool inHaidianDistrict ofBeijing:within24 monthsfrom the dateof signing thisletter ofcommitmentAs of the end ofthe reportingperiod,KairuierTraining Schoolin HaidianDistrict ofBeijing hadbeen transferredto an unrelatedthird party.OthercommitmentsOffcn Education Technolog

240、y Co.,Ltd.2022 Semi-Annual Report39involved in any same,similar or relatedbusinessesconductedbythelistedCompany,Offcn Ltd.and its affiliatedcompanies and schools.Except for servingas a director in Kunming Wuhua Offcntraining school,which is affiliated to OffcnOnline,Li Yongxinneither holds anyfull-t

241、imeorpart-timepositionsnorprovides consultancy at any companies orenterprises,whichconductcompetitivebusinesses with the listed Company,OffcnLtd.and their affiliates.I also do notdirectly or indirectly hold any equity orsharesofcompaniesorenterprisesconducting the same,similar or relatedbusinesses e

242、ngaged by the listed Company,Offcn Ltd.and its affiliates.II.As of the date of signing this letter ofcommitment,Offcn Online and its twosubordinate training schools disposals areasfollow:OffcnOnlineconductsnoeducation businesses(to be deregisteredaftersubordinateschoolsbeingtransferred).KairuierTrai

243、ningSchoolsubordinate to Offcn Online in HaidianDistrict of Beijing is to be transferred to anunrelated third party and the organizer sequity transfer agreement has been signed.If the transfer is not completed within 24months since the date of signing this letterof commitment,I will urge Offcn Onlin

244、e toderegister the Kairuier Training School inHaidianDistrictofBeijing.KunmingWuhua Offcn Training School,subordinateto Offcn Online,has been closed and it willbe transferred to an unrelated third party orwill be deregistered within 12 months aftertherevisedRegulationsfortheImplementationoftheLawont

245、hePromotion of Private Education of thePeople s Republic of China(hereinafterreferredtoasRegulationsofImplementation)is officially promulgatedandimplementedandsupporting2.The transferof KunmingWuhua OffcnTrainingSchoolsubordinate toOffcn Online:within 12months afterthe revisedRegulations ofImplement

246、ationis officiallypromulgatedandimplementedand supportingregulationsformulated byrelevant localeducationauthorities inaccordancewith therevisedRegulations ofImplementationcomes intoeffect.are undernormalimplementation.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report40regulations formulated

247、 by relevant localeducation authorities in accordance withthe revised Regulations of Implementationcomes into effect.III.As of the date of signing this letter ofcommitment,Offcn Ltd.as the organizer,intendstotransferits100%oftheorganizer s rights and interests of 33privateschoolsfornon-academicquali

248、fications to Li Yongxin and singed theAgreement on Transfer of Organizer sRights of Private Non-enterprise SchoolsAffiliatedtoBeijingOffcnEducationTechnology Co.,Ltd.Li Yongxin is willingto entrust the transferred 33 private schoolsfor non-academic qualifications to OffcnLtd.and signed the Trusteesh

249、ip Agreementof Private Non-enterprise Schools.IV.After the completion of this transaction,except for the above-mentioned cases,Ipromise that during the time of being theactual controller of the listed Company,I,my close relatives and other related parties,such as companies,enterprises or othereconom

250、icorganizations,controlledbymyself and my close relatives shall not inany way(including but not limited to selfoperated or with other parties to operatejoint venture,cooperation,joint operation,investment,mergence,andtrusteeoperation home and aboard)engage in thesame,similar,relatedandcompetitivebus

251、inesses with the listed Company,whichincludes the follows:(1)I will not directly or indirectly engagein,participate in or assist others to conductsame,similar businesses or other economicactivitieswhichdirectlyorindirectlyconstitute a competitive relationship withbusinesses currently operated by the

252、 listedCompany and its affiliated companies.(2)I will not directly or indirectly invest inany economic entities whose businessesconstitute a direct or indirect competitiveOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report41relationship with the listed Company andits affiliates.(3)I will not

253、be hired by any competitorsthat directly or indirectly compete with thelisted Company and its affiliates,or provideanyadvice,assistanceorbusinessopportunities directly or indirectly to suchcompetitors.(4)I will not instigate,mislead,encourageor otherwise induce,persuade,or coercethe employees or man

254、agement personnel inthe listed Company and its affiliates toterminatetheirlabororemploymentrelationship with the Company and itsaffiliates.(5)I will not urge others to hire employeesor management personnel from the listedCompany and its affiliates.V.I promise that if I,my close relatives andother re

255、lated parties,such as companies,enterprises or other economic organizationscontrolled by myself and my close relativesobtain any business opportunities from anythird party,which can or may compete withthe listed Company and its affiliates in thefuture,I will notify the listed Company andits affiliat

256、es in writing within 5 workingdays.After obtaining the third party spermission,I will attempt to transfer thesebusinessopportunitiestothelistedCompany and its affiliates.VI.I guarantee that I will never use myknowledge and the information about thelisted Company and its affiliates to assistthird par

257、ties to engage in,participate in,orinvestinbusinessesorprojectsthatcompete with the listed companies and itsaffiliates.VII.If I violate the above commitments,the benefits obtained by the violation ofcommitments shall belong to the listedCompany and I shall be liable for all lossescaused to the liste

258、d Company and itsaffiliates.Within 30 working days sinceOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report42receiving the written notice from the listedCompany,compensation will be made incash.VIII.I will disclose relevant information ina timely manner if commitments fail to befulfilled or f

259、ail to be fulfilled on schedulebecauseof objectivereasons,suchaschanges in relevant laws,regulations andpolicies,or natural disasters.Except for theabove-mentioned objective reasons,if thecommitments are anyhow unable to befulfilled or fulfilling the commitments isnot conducive to safeguarding the r

260、ightsand interests of the listed Company,Ishould fully disclose the reasons and eitherprovide new commitments to the listedCompany and related investors to replacethe original ones,or propose an exemptionfrom fulfilling the commitments.IX.The commitment is valid from the datewhen the letter of commi

261、tment is signed tothe time when I cease to be the actualcontroller of the listed Company.WangZhendong,OffcnPartnershipLetter ofCommitmenton avoidinghorizontalcompetitionI.As of the date of signing this letter ofcommitment,I,my close relatives,relatedparties,such as companies,enterprises orother econ

262、omic organizations controlled bymyselfandmycloserelatives,OffcnPartnership and related parties,such asother enterprises or economic organizationscontrolled by Offcn Partnership,participatein no businesses which are same,similar toor related to businesses competing with thelistedCompany,OffcnLtd.andt

263、heiraffiliated companies and schools.ExceptforservingasadirectoratKairuierTraining School in Haidian District ofBeijing,affiliated to Offcn Online(OffcnOnline tends to transfer the rights andinterests of Kairuier Training School inHaidian District of Beijing to an unrelatedthird party and after this

264、 transfer,WangZhendong will not hold the post as adirector),I neither hold any full-time orApr.27,2018Long-termUnder normalimplementationOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report43part-time positions nor provide consultancyat any companies or enterprises whichconduct competitive bus

265、inesses with thelistedCompany,OffcnLtd.andtheiraffiliates.I/OffcnPartnershipdonotdirectly or indirectly hold any equity orsharesofcompaniesorenterprisesconducting the same,similar or relatedbusinesses engaged by the listed Company,Offcn Ltd.and its affiliates.II.After the completion of this transact

266、ion,I/Offcn Partnership promise that during thetime of being shareholders of the listedCompany,I,my close relatives and otherrelatedparties,suchascompanies,enterprisesorothereconomicorganizations,controlled by myself and mycloserelatives,OffcnPartnershipandrelated parties,such as other enterprises o

267、reconomicorganizationscontrolledbyOffcn Partnership,shall not in any way(including but not limited to self operatedor with other parties to operate jointventure,cooperation,jointoperation,investment,mergence,andtrusteeoperation home and aboard)engage in thesame,similar,relatedandcompetitivebusinesse

268、s with the listed Company,whichincludes the follows:(1)I/Offcn Partnership will not directly orindirectly engage in,participate in or assistothers to conduct same,similar businessesor other economic activities which directlyorindirectlyconstituteacompetitiverelationshipwithbusinessescurrentlyoperate

269、d by the listed Company and itsaffiliated companies.(2)I/Offcn Partnership will not directly orindirectly invest in any economic entitieswhose businesses constitute a direct orindirect competitive relationship with thelisted Company and its affiliates.(3)I/Offcn Partnership will not be hired byany c

270、ompetitors that directly or indirectlyOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report44compete with the listed Company and itsaffiliates,or provide any advice,assistanceorbusinessopportunitiesdirectlyorindirectly to such competitors.(4)I/Offcn Partnership will not instigate,mislead,encour

271、age or otherwise induce,persuade,orcoercethe employeesormanagementpersonnelinthelistedCompany and its affiliates to terminatetheir labor or employment relationship withthe Company and its affiliates.(5)I/Offcn Partnership will not urge otherstohireemployeesormanagementpersonnel from the listed Compa

272、ny and itsaffiliates.III.I/Offcn Partnership promise that if I,my close relatives and other related parties,such as companies,enterprises or othereconomicorganizationscontrolledbymyselfandmycloserelatives,OffcnPartnership and related parties,such asother enterprises or economic organizationscontroll

273、ed by Offcn Partnership,obtain anybusiness opportunities from any third party,which can or may compete with the listedCompany and its affiliates in the future,I/Offcn Partnership will immediately notifythe listed Company.After obtaining thethirdpartyspermission,I/OffcnPartnership will attempt to tra

274、nsfer thesebusinessopportunitiestothelistedCompany and its affiliates.IV.I/OffcnPartnershipguaranteethatI/Offcn Partnership will never use myknowledge and the information about thelisted Company and its affiliates to assistthird parties to engage in,participate in,orinvestinbusinessesorprojectsthatc

275、ompete with the listed Company and itsaffiliates.I/Offcn Partnership shall be liable for alllosses caused to the listed Company and itsaffiliates due to my/Offcn Partnership sfailure in fulfilling the above commitments.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report45Li Yongxin,LuZhongfan

276、gLetter ofCommitmenton reducingandregulatingrelated-partytransactions1.Afterthetransactioniscompleted,during the period of being the actualcontroller of the listed Company,I,mycloserelativesandothercompanies,enterprises or other economic organizationscontrolledbymyselfandmycloserelatives,shall try t

277、o avoid and reduce therelated-party transactions with the listedCompany and its affiliates;unless it isnecessary for the business development ofthelistedCompany,anyrelated-partytransactions with the listed Company andits affiliates will not be conducted.2.After the transaction is completed,forthe re

278、lated-party transactions which areunavoidable or reasonable to conduct withthe listed Company and its affiliates,I,mycloserelativesandothercompanies,enterprisesoreconomicorganizationscontrolledbymyselfandmycloserelatives,will sign related-party transactionagreements with the listed Company and itsaf

279、filiates in accordance with the relevantlaws,regulations and regulatory documentsand follow the general business principlesof equality,willingness,equivalence andpaid-use.Thepricesofrelated-partytransactions shall be fair.Decision-makingprocedures,lawful information disclosureobligationsandrelevantr

280、eportingandapprovalproceduresregardingtherelated-partytransactions,shallbefollowed.The status of shareholders shallnot be used to damage the legitimate rightsand interests of the listed Company andother shareholders.3.After the completion of this transaction,Iwill not use the shareholders rights of

281、thelisted Company to manipulate or instructthelistedCompanyoritsdirectors,supervisors and senior executives to makethe listed Company provide or acceptfunds,commodities,services or other assetsunder unequal conditions or engage in anyJul.27,2018Long-termUnder normalimplementationOffcn Education Tech

282、nology Co.,Ltd.2022 Semi-Annual Report46behaviors that would damage the interestsof the listed Company.4.I will urge my close relatives and othercompanies,enterprises and other economicorganizations controlled by myself and mycloserelativestoabidebytheaforementioned commitments.5.If I,my close relat

283、ives and othercompanies,enterprises and other economicorganizations controlled by myself and mycloserelativesviolatetheabovecommitments,the profits obtained by theviolation of commitments belong to thelisted Company,and I shall be liable for alllosses caused to the listed Company and itsaffiliates.W

284、ithin 30 working days sincereceiving the written notice from the listedCompany,compensation will be made incash.6.The commitment is valid from the datewhen it is signed to the time when I ceaseto be the actual controller of Yaxia Autoand there is no other related relationshipwith YaxiaAuto.WangZhend

285、ong,AerospaceIndustry,OffcnPartnershipLetter ofCommitmenton reducingandregulatingrelated-partytransactions1.After the completion of this transaction,during the period of being the actualcontroller/shareholderofthelistedCompany,I,my close relatives and othercompanies,enterprises or other economicorga

286、nizations controlled by myself,myclose relatives,Aerospace Industry,OffcnPartnershipandothercompanies,enterprises or other economic organizationscontrolled byAerospace Industry and OffcnPartnership,shall try to reduce and regulatethe related-party transactions with the listedCompany and its affiliat

287、es.2.After the transaction is completed,forthe related-party transactions which areunavoidable or reasonable to conduct withthe listed Company and its affiliates,I,mycloserelativesandothercompanies,enterprisesoreconomicorganizationscontrolledbymyselfandmycloseApr.27,2018Long-termUnder normalimplemen

288、tationOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report47relatives,AerospaceIndustry,OffcnPartnership,andothercompanies,enterprisesoreconomicorganizationscontrolled byAerospace Industry and OffcnPartnership will conduct the transactionswith fair and reasonable prices under thegeneralmarketp

289、rinciples.Decision-makingprocedures,lawfulinformationdisclosureobligationsandrelevant reporting and approval proceduresregarding the related-party transactions inaccordancewiththerelevantlaws,regulations and regulatory documents,shallbe followed.The status of shareholdersshall not be used to damage

290、the legitimaterights and interests of the listed Companyand other shareholders.3.After the completion of this transaction,I/AerospaceIndustry/OffcnPartnershipwill not use the shareholders rights of thelisted Company to manipulate or instructthelistedCompanyoritsdirectors,supervisors and senior execu

291、tives to makethe listed Company provide or acceptfunds,commodities,services or other assetsunder unequal conditions or engage in anybehaviors that would damage the interestsof the listed Company.I/AerospaceIndustry/OffcnPartnershipshall be liable for all losses caused to thelisted Company and its af

292、filiates due to my/Aerospace Industrys/Offcn Partnershipsfailuresinfulfillingtheabovecommitments.Whether the commitments arefulfilled on timeYesSection II.The non-operating capital occupation of the listed Company by the controllingshareholder and its related partiesApplicableNot applicableDuring th

293、e reporting period,there was no non-operating capital occupation of the listed Company by thecontrolling shareholder and its related parties.Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report48Section III.Illegal provision of guarantees for external partiesApplicableNot applicableDuring the

294、reporting period,there was no illegal provision of guarantees for external parties.Section IV.Appointment and dismissal of the CPAfirmHas the semi-annual financial report been audited?YesNoThe semi-annual financial report has not been audited yet.Section V.Explanations provided by the Board of Direc

295、tors and the Supervisory Committeeregarding the“non-standard audit report”issued by the auditor for the reporting periodApplicableNot applicableSection VI.Explanations provided by the Board of Directors regarding the“non-standardaudit report”issued by the auditor for the last yearApplicableNot appli

296、cableSection VII.Bankruptcy and ReorganizationApplicableNot applicableThere was no such situation of bankruptcy and reorganization of the Company during the reporting period.Section VIII.Litigation and arbitration mattersMajor litigation and arbitration mattersApplicableNot applicableThere is no suc

297、h situation of major litigation and arbitration of the Company during the reporting period.During the reporting period,other litigation and arbitration matters of the Company and its subsidiaries are asfollows:1.During the reporting period,the amount of litigation involved in closed cases was RMB 13

298、.0771 million,andthe actual amount of judgments in effective legal documents was RMB 0.3981 million.The results of the litigationhad no significant impact on the Companys operations.2.At the end of the reporting period,the amount of litigation involved in unsettled cases was RMB 47.5162million and t

299、he amount of litigation involved in pending cases accounted for 2.52%of the audited net assetsattributable to shareholders of the listed Company in 2021,which had no significant impact on the Companysoperations.Section IX.Punishment and rectificationApplicableNot applicableNameTypeReasonType of inve

300、stigationConclusion(ifDate ofIndex of disclosureOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report49and punishmentany)disclosureOffcnEducationTechnologyCo.,Ltd.OtherFailing todiscloserelated-partytransactioninformationand violatingthe laws andregulations ofinformationdisclosureFiledandinvest

301、igated by ChinaSecurities RegulatoryCommission(CSRC)orpunishedadministrativelyOrdered to makecorrections,given a warning,and imposed afine of RMB 4millionApr.28,2022The Announcement onOffcn EducationTechnology Co.,Ltd.and the RelevantParties Reception ofDecision ofAdministrative Penalty(No.2022-032)

302、disclosed .Li YongxinActualcontrollerFailing todiscloserelated-partytransactioninformationand violatingthe laws andregulations ofinformationdisclosureFiled andinvestigated by ChinaSecurities RegulatoryCommission(CSRC)or punishedadministrativelyGiven a warning,and imposed afine of RMB 2millionApr.28,

303、2022The Announcement onOffcn EducationTechnology Co.,Ltd.and the RelevantParties Reception ofDecision ofAdministrative Penalty(No.2022-032)disclosed .Shi LeiDirectorFailing todiscloserelated-partytransactioninformationand violatingthe laws andregulations ofinformationdisclosureFiled andinvestigated

304、by ChinaSecurities RegulatoryCommission(CSRC)or punishedadministrativelyGiven a warning,and imposed afine of RMB 2millionApr.28,2022The Announcement onOffcn EducationTechnology Co.,Ltd.and the RelevantParties Reception ofDecision ofAdministrative Penalty(No.2022-032)disclosed .WangZhendongSeniorexec

305、utiveFailing todiscloserelated-partytransactioninformationand violatingthe laws andregulations ofinformationdisclosureFiled andinvestigated by ChinaSecurities RegulatoryCommission(CSRC)or punishedadministrativelyGiven a warning,and imposed afine of RMB 1millionApr.28,2022The Announcement onOffcn Edu

306、cationTechnology Co.,Ltd.and the RelevantParties Reception ofDecision ofAdministrative Penalty(No.2022-032)disclosed .Gui HongzhiSeniorexecutiveFailing todiscloserelated-partytransactioninformationand violatingthe laws andregulations ofinformationdisclosureFiled andinvestigated by ChinaSecurities Re

307、gulatoryCommission(CSRC)or punishedadministrativelyGiven a warning,and imposed afine of RMB 0.5millionApr.28,2022The Announcement onOffcn EducationTechnology Co.,Ltd.and the RelevantParties Reception ofDecision ofAdministrative Penalty(No.2022-032)disclosed .Luo XueSeniorexecutiveFailing todiscloser

308、elated-partytransactioninformationand violatingFiled andinvestigated by ChinaSecurities RegulatoryCommission(CSRC)or punishedadministrativelyGiven a warning,and imposed afine of RMB 0.5millionApr.28,2022The Announcement onOffcn EducationTechnology Co.,Ltd.and the RelevantParties Reception ofDecision

309、 ofOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report50the laws andregulations ofinformationdisclosureAdministrative Penalty(No.2022-032)disclosed .Particulars on rectificationApplicable Not applicableOn April 27,2022,the Company and the relevant parties received the official Decision of Adm

310、inistrative Penaltyfrom the Anhui Securities Regulatory Bureau of CSRC.In response to this administrative penalty,the Companyhas completed the rectification in strict accordance with the requirements.The Company will learn lessons,strengthen the standardization of internal governance,strictly abide

311、by relevant laws and regulations,andcomprehensively improve the level of compliance management and internal control to avoid the recurrence ofsimilar problems.Section X.Integrity of the Company and its controlling shareholders and actual controllersApplicableNot applicableSection XI.Significant rela

312、ted-party transactions1.Related-party transactions relevant to daily operationsApplicableNot applicableRelated partyJian Jingkai Lixiangxue Financial Information Service Co.,Ltd./ShanghaiBeiding Network Technology Co.,Ltd.TotalRelationshipEnterprise actual-controlled by the director of the CompanyTy

313、pe of related-party transactionPurchasing products and goods from the related partyContent of related-partytransactionCommission feePricing principle for related-partytransactionFair market pricing-Price of related-party transactionFair market pricing-Amount of related-partytransaction(RMB 10 thousa

314、ndyuan)5,382.75,382.7Proportion of the amount ofsimilar transactions7.15%-Approved transaction limit(RMB10 thousand yuan)7,8007,800Whether exceeding the approvedtransaction limitNo-Settlement method ofrelated-party transactionWire transfer-Available market price for similartransactionsNone-Date of d

315、isclosureApril 29,2022-Offcn Education Technology Co.,Ltd.2022 Semi-Annual Report51Index of disclosureCNINFO(http:/)Announcement on the Estimated Limit of Daily Related-party Transactions inthe Year of 2022(No.2022-035)-Details of large sales returnsN/AActual performance during thereporting period o

316、f the totalamount of the daily related-partytransactions estimated bycategories in this period(if any)N/AReasons for large differencesbetween transaction prices andmarket reference prices(ifapplicable)N/A2.Related-party transactions arising from acquisition and sale of assets or equityApplicableNot

317、applicableThere is no such situation of related-party transactions arising from acquisition and sale of assets or equity of theCompany during the reporting period.3.Related-party transactions of joint foreign investmentsApplicableNot applicableThere is no such situation of related-party transactions

318、 of joint foreign investments of the Company during thereporting period.4.Related credit and debt transactionsApplicableNot applicableThere is no such situation of related credit and debt transactions of the Company during the reporting period.5.Transactions with related financial companiesApplicabl

319、eNot applicableThere is no deposits,loans,credits or other financial business between the Company and the related financialcompanies and related parties.6.Transactions between financial companies controlled by the Company and related partiesApplicableNot applicableThere is no deposits,loans,credits

320、or other financial business between financial companies controlled by theCompany and related parties.7.Other significant related-party transactionsApplicableNot applicableThere are no other significant related-party transactions of the Company during the reporting period.Section XII.Major contracts

321、and their performanceOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report521.Trusteeship,contracting and leasing matters(1)Trusteeship situationApplicableNot applicableExplanations on trusteeship situationOn September 20,2018,Offcn Ltd.and Li Yongxin signed the Agreement on Transfer of Organiz

322、ers Rights ofPrivate Non-enterprise Schools Affiliated to Beijing Offcn Education Technology Co.,Ltd.All 100%of theorganizers rights and interests for non-academic qualifications schools as of September 20,2018 were to betransferred to Li Yongxin.On the same day,Li Yongxin and Offcn Ltd.signed the T

323、rusteeship Agreement ofPrivate Non-enterprise Schools stipulating that Li Yongxin would entrust the transferred private schools to OffcnLtd.for management.The period of trusteeship started from the date when Li Yongxin paid all the transfer price tothe day when the private schools 100%rights and int

324、erests of organizers were transferred to the unrelated thirdparty or canceled(Note:within 12 months after the revised Implementation Regulations was officiallypromulgated and the relevant local education authorities passed the supporting regulations in accordance with therevised Implementation Regul

325、ations,Li Yongxin transferred 100%of the organizers rights and interests to theunrelated third party or canceled them.)Projects with trusteeship that profits or losses reached more than 10%of the total profits of the CompanyApplicableNot applicableThere was no project with trusteeship that profits o

326、r losses reached more than 10%of the total profits of theCompany during the reporting period.(2)Contracting situationApplicableNot applicableThere was no contracting situation of the Company during the reporting period.(3)Leasing situationApplicableNot applicableThere was no leasing situation of the

327、 Company during the reporting period.2.Major guaranteeApplicableNot applicableThere was no major guarantee of the Company during the reporting period.3.Explanations on entrusted financial managementApplicableNot applicableUnit:RMB 10 thousandsTypesSources ofentrusted financingAmount ofentrusted fina

328、ncingUndue BalanceOverdue amountyet to be recoveredImpairmentprovision ofOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report53overdueoutstanding fundsBank FinancialProductSelf-owned fund10,870216.3100Total10,870216.3100Particulars of high-risk entrusted financial management with a large singl

329、e amount,low security,poor liquidity orno capital protectionApplicableNot applicableEntrusted financing is overdue and the principal cannot be recovered or there are other cases that may causeimpairments.ApplicableNot applicable4.Other significant contractApplicableNot applicableOffcn Education Tech

330、nology Co.,Ltd.2022 Semi-Annual Report54Section XIII.Other significant eventsApplicableNot applicableOn December 15,2021,the Company received the Notice of Filing(No.SR Filing 0232021010)from theCSRC for being suspected of failing to disclose related-party transaction information and violating the l

331、aws andregulations of information disclosure.On April 27,2022,the Company and the relevant parties received the official Decision of AdministrativePenalty from the Anhui Securities Regulatory Bureau,which determines Offcn Edu,its subsidiaries Beijing OffcnEducation Technology Co.,Ltd.and Liaoning Zh

332、ongcheng Real Estate Development Co.,Ltd.constitute arelated-party relationship with Shaanxi Guancheng Industrial Co.,Ltd.,Beijing Chuangsheng ConstructionDecoration Engineering Co.,Ltd.,Shanghai Beiding Network Technology Co.,Ltd.,Jian Jingkai LixiangxueFinancial Information Service Co.,Ltd.and Lia

333、oning Hanhui Industrial Co.,Ltd.The total amount involved inOffcn Education Technology Co.,Ltd.2022 Semi-Annual Report55related transactions was RMB 1232.395 million yuan,including RMB 196.335 million yuan in year 2019 andRMB 1036.06 million yuan in year 2020,which account for 6.65%and 30.19%of the net assets of Offcn Edu inthe latest period respectively.The Company did not disclose the above-ment