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Use these links to rapidly review the documentTABLE OF CONTENTSCHINA ONLINE EDUCATION GROUP INDEX TO CONSOLIDATED FINANCIAL STATEMENTSCHINA ONLINE EDUCATION GROUP INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATEDFINANCIAL STATEMENTSTable of ContentsAs filed with the Securities and Exchange Commission on May 12, 2016Registration No. 333- SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 F- 1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933China Online Education GroupExact name of Registrant as specified in its charterNot ApplicableTranslation of Registrant s name into EnglishCayman IslandsState or other jurisdiction ofincorporation or organization8200Primary Standard IndustrialClassification Code NumberNot ApplicableI.R.S. EmployerIdentification Number6th Floor Deshi Building North,Shangdi Street, Haidian District,Beijing 100085, People s Republic of ChinaTel 86 10 5692- 8909Address, including zip code, and telephone number, including area code, of Registrant s principal cutive officesLaw Debenture Corporate Services Inc.400 Madison Avenue, Suite 4DNew York, New York 100171 212 750- 6474Name, address, including zip code, and telephone number, including area code, of agent for serviceCopies toZ. Julie Gao, Esq.Will H. Cai, Esq.Skadden, Arps, Slate, Meagher Flom LLPc/o 42/F, Edinburgh Tower, The Landmark15 Queen s Road CentralHong Kong852 3740- 4700David T. Zhang, Esq.Benjamin W. James, Esq.Kirkland Ellis International LLPc/o 26/F, Gloucester Tower, The Landmark15 Queen s Road CentralHong Kong852 3761- 3318Approximate date of commencement of proposed sale to the publicas soon as practicable after the effective date of this registration statement.If any of the securities being registered on this are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box. oIf this is filed to register additional securities for an offering pursuant to Rule 462b under the Securities Act, please check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. oIf this is a post- effective amendment filed pursuant to Rule 462c under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. oIf this is a post- effective amendment filed pursuant to Rule 462d under the Securities Act, check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. oCALCULATION OF REGISTRATION FEETitle of each class of securitiesto be registeredProposedmaximumaggregateofferingprice1Amount ofregistration feeordinary shares, par value US0.0001 per share23 US100,000,000 US10,0701Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457o under the Securities Act of 1933.2Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of theirdistribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public,and also includes ordinary shares that may be purchased by the underwriters pursuant to an over- allotment option. These ordinary shares are not beingregistered for the purpose of sales outside the United States.3American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on F- 6 Registration No.333- . Each American depositary share represents ordinary shares.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shallfile a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8a of theSecurities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, actingpursuant to such Section 8a, may determine.Table of ContentsPROSPECTUS subject to completionIssued , 2016The ination in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statementfiled with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are notsoliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.American Depositary SharesChina Online Education GroupREPRESENTING ORDINARY SHARESChina Online Education Group is offering American depositary shares, or ADSs. Each ADS represents ordinary shares, parvalue 0.0001 per share. This is our initial public offering and no public market exists for our ADSs or our ordinary shares. We anticipate theinitial public offering price of our ADSs will be between US and US per ADS.We are an “emerging growth company“ under applicable U.S. federal securities laws and are eligible for reduced public company reportingrequirements.We have applied for the listing of our ADSs on the [NYSE/NASDAQ Global Market] under the symbol “ .“Investing in our ADSs involves risks. See “Risk Factors“ beginning on page 15.PRICE AN ADSPrice toPublicUnderwritingDiscounts andCommissionsProceeds toCompanyPer ADS Total We have granted the underwriters the right to purchase up to an additional ADSs to cover over- allotments.The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense.The underwriters expect to deliver the ADSs to purchasers on , 2016.MORGAN STANLEY CREDIT SUISSE, 2016.Table of ContentsTABLE OF CONTENTSPageProspectus Summary 1Risk Factors 15Special Note Regarding Forward- Looking Statements 58Use of Proceeds 59Dividend Policy 60Capitalization 61Dilution 62Exchange Rate Ination 64Enforceability of Civil Liabilities 65Corporate History and Structure 67Selected Consolidated Financial Data 73Management s Discussion and Analysis of Financial Condition and Results of Operations 76Industry Overview 105Business 109Regulation 131Management 148Principal Shareholders 155Related Party Transactions 157Description of Share Capital 158Description of American Depositary Shares 168Shares Eligible for Future Sale 180Taxation 181Underwriting 189Expenses Relating to this Offering 196Legal Matters 197Experts 198Where You Can Find Additional Ination 199Index to Consolidated Financial Statements F-1You should rely only on the ination contained in this prospectus or in any related free- writing prospectus. We have not authorized anyoneto provide you with ination different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, the ADSs only injurisdictions where offers and sales are permitted. The ination contained in this prospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of the ADSs.We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of thisprospectus outside the United States. Persons outside the United States who come into possession of this prospectus must in themselves aboutand observe any restrictions relating to the offering of the ADSs and the distribution of the prospectus outside the United States.Until , 2016 the 25th day after the date of this prospectus, all dealers that buy, sell or trade ADSs, whether or not participatingin this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting asunderwriters and with respect to their unsold allotments or subscriptions.iTable of ContentsPROSPECTUS SUMMARYThe following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed ination and financialstatements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially therisks of investing in our ADSs discussed under “Risk Factors,“ before deciding whether to buy our ADSs. This prospectus contains ination froman industry report commissioned by us and prepared by Frost Sullivan, a third- party research firm, to provide ination regarding our industryand market position in China. We refer to this report as the Frost Sullivan Report.Our BusinessOur mission is to make quality education accessible and affordable. Recognizing the strong demand for improving English proficiency and thelack of effective and affordable solutions in China, our founders started with English education as the first step of our journey.We are a leading online education plat in China, with core expertise in English education. According to the Frost Sullivan Report, we areone of the top online education plats as measured by gross billings in 2015, and the largest online English education plat in China, asmeasured by gross billings in 2015 and the number of available foreign teachers as of December 31, 2015.The charts below demonstrate our rapid growthEnglish education in China traditionally focuses on test preparation instead of improving English proficiency, especially English communicationskills. To address this unmet need, we have developed proprietary online and mobile education plats that enable students across China to takeone- on- one live interactive English lessons with overseas foreign teachers, on demand, fostering the development of all aspects of Englishproficiency. We employ student and teacher feedback and data analytics to deliver a personalized learning experience. Our lessons are highlyaffordable, with each 25- minute lesson on average costing approximately RMB30 US5.We connect our students with a large pool of highly qualified foreign teachers that we have assembled using a sharing economy approach. Onceour teachers have gone through our rigorous selection and training process, we give them the flexibility to deliver lessons based on their ownscheduling availability, at appropriate locations of their choice, and get paid based on the number of lessons taught. This sharing economy approachhas allowed us to quickly build a large team of teachers in a cost- effective manner. Our plat analyzes teachers teaching aptitudes, feedback andrating from students and background and recommends suitable teachers to students according to their respective characteristics and learningobjectives. The large pool of teachers not only allows us to provide live lessons to students on demand by1Table of Contentsgiving them scheduling flexibility, but also ensures that we are able to accommodate and address students individual learning behaviors and needs.We develop and tailor our proprietary curriculum specifically to our interactive lesson at and goal of building an interactive and immersiveEnglish learning environment. Our flagship courses, Classic English and Classic English Junior, place specific emphasis on the development ofEnglish communication skills. We complement our flagship offerings with a number of specialty courses aimed at situation- based English educationand test preparation needs, such as Business English and IELTS Speaking.We have designed a holistic learning solution that enhances effective learning through the integration of live lessons, practice, assessment andmentoring. Our live interactive lessons allow for frequent interaction between students and teachers, which is a key factor in improving Englishcommunication skills. Prior to taking lessons, students preview course materials using rcises and illustrations, supported by a pronunciationrecognition and rating system. Assessment includes post- lesson quizzes and level advancement exams, both of which help students better assess theirlearning outcome and identify areas for improvement. In addition, our teaching assistants mentor students by coaching them on the proper learnings and attending to their needs throughout the learning process.Our proprietary online and mobile education plats, particularly our Air Class plat, are critical to students learning experience. The AirClass plat integrates a number of features that allows us to closely simulate, and in some ways surpass, a traditional classroom experience. Our51Talk mobile app, which serves as an integral part of our students overall learning experience, allows students to book and manage lessons, accesspre- lesson preparation and review materials, as well as to take lessons at locations of their choice. Approximately 82.3 of our active studentsutilized our mobile app in the three months ended March 31, 2016.We have experienced significant growth in recent years. Our gross billings increased from RMB36.1 million in 2013 to RMB116.9 million in2014, and further to RMB353.3 million US54.5 million in 2015, and increased from RMB53.3 million in the three months ended March 31, 2015to RMB154.8 million US24.0 million in the three months ended March 31, 2016. We define gross billings for a specific period as the total amountof cash received for the purchase of course packages in such period, net of the total amount of refunds in such period. For discussions of grossbillings and reconciliation of gross billings to net revenues, see “Management s Discussion and Analysis of Financial Condition and Results ofOperations- Non- GAAP Financial Measure.“ Our net revenues increased from RMB21.7 million in 2013 to RMB52.2 million in 2014, and further toRMB154.7 million US23.9 million in 2015, and increased from RMB24.4 million in the three months ended March 31, 2015 to RMB72.2 millionUS11.2 million in the three months ended March 31, 2016. We had a net loss of RMB17.8 million, RMB101.7 million and RMB327.1 millionUS50.5 million in 2013, 2014 and 2015, respectively. In the three months ended March 31, 2016, we had a net loss of RMB99.3 millionUS15.4 million, compared to a net loss of RMB53.7 million in the three months ended March 31, 2015.We have recently experienced significant growth in the K- 12 online English education market. In 2015, we
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