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中公教育:2021年第三季度报告(英文版)2021-10-30  

                        Stock Code: 002607                           Stock Abbr.: OFFCN EDU                           Announcement No.: 2021-065




                   OFFCN EDUCATION TECHNOLOGY CO., LTD.
                                     Third Quarter 2021 Report


 The Company and all the members of its Board of Directors hereby guarantee that the contents disclosed are
 true, accurate, and complete, and that there are no misrepresentations, misleading statements, or material
 omissions.The Company’s Third Quarter 2021 Report is prepared and published in Chinese version, and the
 English version is for reference only. Should there be any inconsistency between the Chinese version and
 English version, the Chinese version shall prevail.



Important notes:
1.The Company’s Board of Directors, Supervisory Committee, directors, supervisors, and senior management
hereby guarantee that the contents of the quarterly report are true, accurate, and complete, and that there are no
misrepresentations, misleading statements, or material omissions, and shall assume individual and joint legal
liabilities.
2.The Company’s legal representative, the head in charge of accounting and the head of the accounting
department (Accounting supervisor), declare that they warrant the truthfulness, accuracy and completeness of the
financial report in the quarterly report.
3. Whether audit has been performed on this Third Quarter Report.
□ Yes     √ No

Section I. Key financial data
1. Key accounting information and financial indicators
Does the Company need to adjust its financial information retrospectively or restate its accounting information of
previous year?
□ Yes   √ No

                                                                                                         Increase/decrease from
                                                         Increase/decrease in       From beginning       beginning of the year
                                                         current reporting period   of the year to the   to the end of this
                              Current reporting period
                                                         over same period of the    end of this          reporting period over
                                                         previous year              reporting period     same period of the
                                                                                                         previous year

                                                                                     6,301,194,119.4
 Operating income (RMB)             1,445,195,855.92                     -68.79%                                         -15.29%
                                                                                                    2




                                                              1
                                                                        Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

 Net profit attributable to
 shareholders of the listed                -793,735,635.02                       -151.08%      -890,898,144.05                    -167.45%
 Company (RMB)

 Net profit attributable to
 shareholders of the listed
 Company after deducting                   -798,108,362.10                       -155.20%      -968,013,385.87                    -189.77%
 non-recurring gains or
 losses (RMB)

 Net cash flow from                                                                           -3,645,820,183.7
                                                         ——                          ——                                       -154.27%
 operating activities (RMB)                                                                                     2

 Basic earnings per share
                                                         -0.12                   -148.00%                  -0.14                  -166.67%
 (RMB/share)

 Diluted earnings per share
                                                         -0.12                   -148.00%                  -0.14                  -166.67%
 (RMB/share)

 Weighted average return on
                                                   -20.96%                        -72.31%               -23.26%                    -65.61%
 assets

                                                                                              Increase/decrease at the end of current
                                  End of current reporting       End of the previous
                                                                                              reporting period over end of the previous
                                  period                         year
                                                                                              year

 Total assets (RMB)                     12,213,130,982.14               14,418,850,027.27                                          -15.30%

 Owner's equity attributable
 to shareholders of the listed             3,384,229,649.15               4,275,127,793.20                                         -20.84%
 Company (RMB)



2. Items and amount of non-recurring gains and losses
√ Applicable     □ Not applicable
                                                                                                                               Unit: RMB

                                                                                        Amount from
                                                            Amount of current           beginning of the year
                          Items                                                                                            Note
                                                            reporting period            to end of the
                                                                                        reporting period

 Disposal gains or losses of non-current assets
 (including the offset part of the provision for asset                                            -168,828.03
 impairment)

 Government subsidies included in the current gains
 and losses (closely related to the normal business
 of the enterprise, except for government subsidies
                                                                        1,985,280.70             3,415,309.40
 enjoyed fixedly, quantitatively and continuously in
 accordance with national policies and certain
 standards)



                                                                         2
                                                                  Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

 Gains or losses from entrusting others to invest or
                                                                 1,463,134.23            30,374,103.00
 manage assets

 Gains or losses on changes in fair value arising
 from the possession of transactional financial
 assets and transactional financial liabilities; and the
 investment income from the disposal of
 transactional financial assets, transactional                   1,973,101.86            11,041,967.01
 financial liabilities, and available-for-sale financial
 assets, except the effective hedging business
 related to the Company’s normal business
 operations

 Other non-operating income and expenses except
                                                                  -533,554.43              -844,909.84
 for the items above

 Other gains or losses items that meet the definition
                                                                                         45,101,048.40
 of non-recurring gains and losses

 Less: Impact on income tax                                        515,235.29            11,803,448.12

                          Total                                  4,372,727.07            77,115,241.82                           --



Details of other gains or losses items that meet the definition of non-recurring gains and losses:
□ Applicable     √ Not applicable
The Company has no other gains or losses items that meet the definition of non-recurring profits and losses.


Provide explanations for classifying items of non-recurring gains and losses defined or listed in the Explanatory
Announcement No. 1 for Public Company Information Disclosures – Non-recurring Gains and Losses as items of
recurring gains and losses.
□ Applicable     √ Not applicable
There is no such case where the Company classifies non-recurring gains and losses items that are listed in the
Explanatory Announcement No. 1 for Public Company Information Disclosures – Non-recurring Gains and
Losses as items of recurring gains and losses.


3. Cases and reasons for fluctuation of key accounting information and financial indicators
√ Applicable     □ Not applicable
                                                                                                                        Unit: RMB

 Items of balance sheet     September 30, 2021         December 31, 2020        Growth                        Note

                                                                                           Main reasons:
Monetary fund                     1,974,991,164.20         5,950,395,089.12       -66.81% 1) increased cost resulted from
                                                                                           purchasing intangible assets in the




                                                                   3
                                                     Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

                                                                               reporting period;
                                                                               2) the ahead-of-schedule multi-provincial
                                                                               joint examination of the civil servant
                                                                               recruitment shortened the peak period of
                                                                               collecting training fees;
                                                                               3) changes took place in recruitment
                                                                               policies in the teachers and the
                                                                               comprehensive sections, and the number
                                                                               of trainees decreased, which resulted in
                                                                               the decrease of collected training fees.

Transactional financial                                                        Mainly due to the structural adjustment of
                            357,426,934.35     983,205,858.25        -63.65%
assets                                                                         asset allocation in the current period.

                                                                               Mainly due to the increase in rent
Accounts receivable          38,087,488.62      21,493,637.66        77.20%
                                                                               receivable.

Non-current assets due                                                         Mainly due to the maturity of fixed
                             20,027,866.70    1,985,873,462.75       -98.99%
within one year                                                                deposits purchased by the Company.

                                                                               Mainly due to the increase of fixed
Other current assets        705,367,767.08     175,179,650.61       302.65% deposits due within one year purchased
                                                                               by the Company.

                                                                               Mainly due to the increase of right-of-use
                                                                               assets under the implementation of the
Right-of-use assets        1,230,395,388.53               0.00      100.00%
                                                                               new lease standards since January 1,
                                                                               2021.

                                                                               Mainly due to the advancement and
Construction in progress    287,707,506.80     214,248,125.04        34.29%
                                                                               addition of engineering projects.

                                                                               Mainly due to the purchase and
Other non-current assets   3,801,600,937.14   1,151,091,703.31      230.26% construction of fixed assets and intangible
                                                                               assets.

                                                                               Mainly due to the conversion of financial
Other non-current
                             38,050,000.00     208,450,315.01        -81.75% products due within one year into
financial assets
                                                                               transactional financial assets.

                                                                               Main reasons:
                                                                               1) the ahead-of-schedule multi-provincial
                                                                               joint examination of the civil servant
                                                                               recruitment shortened the peak period of
Contract liabilities       2,312,641,632.72   4,925,428,309.33       -53.05% collecting training fees;
                                                                               2) changes took place in recruitment
                                                                               policies in the teachers and the
                                                                               comprehensive sections, and the
                                                                               examinations are delayed.




                                                     4
                                                                 Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

                                                                                           Mainly due to the distribution of
Payroll payable                  315,864,427.36           637,448,433.99         -50.45% employees’ salary and bonuses in the
                                                                                           previous year.

                                                                                           Mainly due to the Company's temporary
                                                                                           performance loss during the reporting
Taxes payable                      22,613,212.98          131,111,770.78         -82.75%
                                                                                           period, and the corporate income tax of
                                                                                           major subsidiaries were not accrued.

                                                                                           Mainly due to the increase of third-party
Other payable                      65,535,767.05            9,479,383.03        591.35% handling fees pending for payments
                                                                                           during the reporting period.

                                                                                           Mainly due to the increase of non-current
Non-current liabilities                                                                    liabilities due within one year under the
                                 484,524,249.51                       0.00      100.00%
due within one year                                                                        implementation of the new lease
                                                                                           standards since January 1, 2021.

                                                                                           Mainly due to the decrease in the amount
                                                                                           of contract liabilities and the
Other current liabilities          69,379,248.98          147,765,156.66         -53.05%
                                                                                           corresponding decrease in the output VAT
                                                                                           to be transferred.

                                                                                           Mainly due to the increase of lease
                                                                                           liabilities under the implementation of the
Lease liabilities                444,442,525.66                       0.00      100.00%
                                                                                           new lease standards since January 1,
                                                                                           2021.

                                                                                           Mainly due to the Company's temporary
Undistributed profits           1,979,940,976.65        2,870,839,120.70         -31.03% performance loss during the reporting
                                                                                           period.

    Items of income         January - September    January - September
                                                                              Growth                            Note
        statement                  2021                   2020

                                                                                           Mainly due to the decrease of preferential
Taxes and surcharges              23,049,626.16             9,832,926.10        134.41%
                                                                                           taxation enjoyed by the Company.

                                                                                           Mainly due to the decrease of preferential
Other income                      67,843,227.07           221,416,613.84         -69.36%
                                                                                           taxation enjoyed by the Company.

                                                                                           Mainly due to the structural adjustment of
                                                                                           asset allocation in the current period and
Investment income                 74,689,765.65           187,595,273.90         -60.19%
                                                                                           the decreased yield rate of financial
                                                                                           products.

                                                                                           Mainly due to the accrual of income from
Income from changes in
                                  11,041,967.01                       0.00      100.00% changes in fair value of financial products
fair value
                                                                                           during the reporting period.

                                                                                           Mainly due to the increase in the
Expected credit loss               -2,013,158.79           -1,382,976.76         45.57%
                                                                                           provision for bad debts during the



                                                                 5
                                                                 Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

                                                                                           reporting period.

                                                                                           Mainly due to the Company's temporary
                                                                                           performance loss during the reporting
Income tax expenses                  -249,727.99          261,121,317.06       -100.10%
                                                                                           period, and the corporate income tax of
                                                                                           major subsidiaries were not accrued .

   Items of cash flow       January - September    January - September
                                                                              Growth                           Note
         statement                 2021                   2020

                                                                                           Main reasons:
                                                                                           1) the ahead-of-schedule multi-provincial
                                                                                           joint examination of the civil servant
                                                                                           recruitment shortened the peak period of
Cash received from the
                                                                                           collecting training fees;
sale of goods and the           3,764,009,075.38       12,630,977,793.14         -70.20%
                                                                                           2) changes took place in recruitment
rendering of services
                                                                                           policies in the teachers, public institutions
                                                                                           and the comprehensive sections, and the
                                                                                           examinations are delayed. Number of
                                                                                           trainees decreased.

Other cash receipts                                                                        Mainly due to the resumption of land
related to operating              82,925,359.00           246,310,360.72         -66.33% auction deposits in the same period of last
activities                                                                                 year.

Cash paid to and for                                                                       Mainly due to the increase of employee
                                4,999,319,418.01        3,833,750,101.55         30.40%
employees                                                                                  compensation paid in the current period.

Cash received from                                                                         Mainly due to the structural adjustment of
                                9,118,641,205.92       25,895,487,090.00         -64.79%
recovery of investments                                                                    asset allocation in the current period.

Cash received from                                                                         Mainly due to the maturity of fixed
                                 234,974,156.04           132,306,688.95         77.60%
investment income                                                                          deposits purchased by the Company.

Cash paid for the
purchase and
                                                                                           Mainly due to the purchase and
construction of fixed
                                2,826,593,982.87          897,559,659.37        214.92% construction of fixed assets and intangible
assets, intangible assets
                                                                                           assets.
and other long-term
assets

Cash paid for                                                                              Mainly due to the structural adjustment of
                                7,014,720,000.00       28,265,198,090.00         -75.18%
investments                                                                                asset allocation in the current period.

Cash received from the                                                                     Mainly due to the increased borrowings
                                4,369,000,000.00        3,002,000,000.00         45.54%
loan                                                                                       from the bank in the current period.

Cash paid for debt                                                                         Mainly due to the repayment for
                                3,499,000,000.00        2,641,000,000.00         32.49%
repayment                                                                                  short-term loans due in the current period.

Cash paid for dividends,
                                 152,324,944.37         1,598,605,965.46         -90.47% Mainly due to the payment of cash
profits or interest



                                                                 6
                                                                  Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

payments                                                                                    dividends in 2020.

                                                                                            Mainly due to the implementation of the
                                                                                            new lease standards since January 1,
                                                                                            2021, the rent paid during the reporting
Other cash paid related
                                   559,203,347.89               333,478.85     167587.80% period is adjusted from listing under the
to financing activities
                                                                                            item of other cash paid for business
                                                                                            activities to under the item of other cash
                                                                                            paid related to financing activities.



Section II. Shareholders
1. Table on the total number of common shareholders and preferred shareholders with restored voting rights and
shares held by the top 10 shareholders
                                                                                                                        Unit: share(s)

                                                                       Total number of preferred
 Total number of common shareholders at                                shareholders with restored
                                                    132,029                                              0
 the end of reporting period                                           voting rights at end of the
                                                                       reporting period (if any)

 Particulars about shares held by the top 10 shareholders

                                                    Sharehol                      Number of             Pledged, marked or frozen
                                Nature of             ding      Number of         shares held
 Name of shareholder                                                                                                     Number of
                               shareholder          percenta      shares          with sales         Status of shares
                                                                                                                           shares
                                                     ge (%)                       restrictions

                          Domestic natural
 Lu Zhongfang                                       41.36%     2,550,549,260     2,550,549,260          Pledged          620,000,000
                          person

                          Domestic natural
 Li Yongxin                                         18.35%     1,131,415,121     1,105,070,121          Pledged          387,150,000
                          person

                          Domestic natural
 Wang Zhendong                                      15.03%      927,229,418        721,853,563          Pledged          393,239,966
                          person

 Beijing Aerospace
                          Domestic
 Industry Investment
                          non-state-owned            4.24%      261,280,477                      0
 Fund (Limited
                          legal person
 Partnership)

 Beijing Kerui
 Technology
                          Domestic
 Innovation
                          non-state-owned            1.44%       89,117,723         89,117,723
 Investment Center
                          legal person
 (Limited
 Partnership)

 Beijing Offcn Future     Domestic
                                                     1.30%       80,000,000                      0
 Information              non-state-owned



                                                                   7
                                                                Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Consulting Center       legal person
(Limited
Partnership)

                        Domestic natural
Zhou Xiayun                                     1.28%          78,848,640                    0       Pledged              58,000,000
                        person

                        Domestic natural
Zhou Hui                                        1.17%          72,277,920                    0       Pledged              16,650,000
                        person

Beijing Guangyin
                        Domestic
Venture Capital
                        non-state-owned         1.04%          64,355,896                    0
Center (Limited
                        legal person
Partnership)

Hong Kong
                        Overseas legal
Securities Clearing                             0.86%          53,084,181                    0
                        person
Co.,Ltd.

                        Particulars about shares held by the top 10 shareholders without sales restrictions

                                                                                                              Type of shares
                                                    Number of shares held without sales
             Name of shareholder                                                                                         Number of
                                                                 restrictions                     Type of shares
                                                                                                                           shares

Beijing Aerospace Industry Investment                                                             RMB common
                                                                                 261,280,477                             261,280,477
Fund (Limited Partnership)                                                                            shares

                                                                                                  RMB common
Wang Zhendong                                                                    205,375,855                             205,375,855
                                                                                                      shares

Beijing Offcn Future Information                                                                  RMB common
                                                                                   80,000,000                             80,000,000
Consulting Center (Limited Partnership)                                                               shares

                                                                                                  RMB common
Zhou Xiayun                                                                        78,848,640                             78,848,640
                                                                                                      shares

                                                                                                  RMB common
Zhou Hui                                                                           72,277,920                             72,277,920
                                                                                                      shares

Beijing Guangyin Venture Capital Center                                                           RMB common
                                                                                   64,355,896                             64,355,896
(Limited Partnership)                                                                                 shares

                                                                                                  RMB common
Hong Kong Securities Clearing Co.,Ltd.                                             53,084,181                             53,084,181
                                                                                                      shares

                                                                                                  RMB common
Zhou Li                                                                            48,185,280                             48,185,280
                                                                                                      shares

                                                                                                  RMB common
Li Yongxin                                                                         26,345,000                             26,345,000
                                                                                                      shares

                                                                                                  RMB common
Yang Shaofeng                                                                      24,062,680                             24,062,680
                                                                                                      shares

Description of the relationship or concerted   The Company's controlling shareholder and actual controller Lu Zhongfang and




                                                                 8
                                                                Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

 action among the above mentioned               Li Yongxin are in a parent-child relationship. Lu Zhongfang, Li Yongxin, and
 shareholders                                   Beijing Offcn Future Information Consulting Center (Limited Partnership)
                                                constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son
                                                relationship. Zhou Xiayun and Zhou Li have a father-daughter relationship. It is
                                                unknown whether there is an associated relationship among the above-mentioned
                                                other shareholders, nor whether the above-mentioned shareholders belong to the
                                                parties acting in concert as stipulated in the Administrative Measures on
                                                Information Disclosure of Shareholding Changes in Listed Companies.

 Description of the top 10 shareholders
                                                None
 participating in the margin trading (if any)

2. Table on the total number of preferred shareholders and shares held by the top 10 preferred shareholders
□ Applicable √ Not Applicable

Section III. Other significant events
√Applicable     □Not applicable
1. The progress of the Company’s non-public issuance:
The Company held the meetings of board of directors and board of supervisors on November 23 and the third
extraordinary general meeting of shareholders on December 9 in the year of 2020, reviewed and approved the
Proposal on the Company’s Compliance with the Conditions for Non-public Issuance of A Shares, Proposal on the
Company’s Plan of Non-Public Issuance of A Shares, and Proposal on the Company's Proposal of Non-Public
Issuance of A Shares and other proposals related to this non-public issuance.
On December 30, 2020, the Company announced the Announcement on the Acceptance of Applications for
Non-public Issuance of Shares by the China Securities Regulatory Commission (Announcement No.: 2020-052).
On January 8, 2021, the Company announced the Notice on Receiving the First Feedback from the China
Securities Regulatory Commission's Administrative Licensing Project Review (Announcement Number:
2021-002).
On January 27, 2021, the Company announced the Report on the Reply to the First Feedback Notice from the
China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On the
same day, the Company also announced the adjustments to the non-public issuance plan including the Revised
Proposal for Non-public Issuance of A Shares reviewed and approved at the 17th meeting of the Fifth Board of
Directors and the 14th Meeting of the Fifth Supervisory Committee.
On May 18, 2021, the Company issued the Announcement on the Revised Reply to the First Feedback Notice
from the China Securities Regulatory Commission Administrative Licensing Project Review and the
Announcement on Receiving the Second Feedback from the China Securities Regulatory Commission's
Administrative Licensing Project Review.
On May 29, 2021, the Company announced the Report on the Reply to the Second Feedback Notice from the
China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On the
same day, the Company also announced the adjustments to the non-public issuance plan including the Second
Revised Proposal for Non-public Issuance of A Shares reviewed and approved at the 19th meeting of the Fifth



                                                                 9
                                                         Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Board of Directors and the 16th Meeting of the Fifth Supervisory Committee.
On June 5, 2021, the Company issued the Announcement on the Revised Reply to the Second Feedback Notice
from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents.
On June 16, 2021, the Company’s non-public matters were reviewed and approved by the Issuance Review
Committee of the China Securities Regulatory Commission.
On August 24, 2021, the Company issued the Announcement on Notice of the Suspension of the China Securities
Regulatory Commission Administrative Licensing Application Review. Because the law firm hired for this
issuance was filed and put under investigation by the China Securities Regulatory Commission for its services for
other companies, the China Securities Regulatory Commission suspended the review of the Company's
application for administrative license for this non-public issuance of shares.
Regarding the follow-up progress of the Company's non-public issuance of shares, the Company will perform its
information disclosure obligations in a timely manner in accordance with the requirements of relevant laws and
regulations.
2. The case of the transfer of part of the wholly-owned subsidiary’s equity and cooperative development
On December 2, 2020, the wholly-owned subsidiary of the Company, Beijing Offcn Future Education Technology
Co., Ltd.(hereinafter referred to as the target company), won the bid for the first-level development project —
CP00-1804-0002 residential land and CP00-1804-0012 public construction land in Qiliqu Nanbei Village, Shahe
Town, Changping District, Beijing, and the Company provided a loan of RMB 3.098 billion yuan to the target
company to pay for the above land price, deed tax and other expenses.
On September 26, 2021, the Company held the 22nd Meeting of the Fifth Board of Directors which reviewed and
approved the Proposal on the Transfer of Part of the Wholly-owned Subsidiary’s Equity and Cooperative
Development. The Board of Directors agreed to transfer 51% equity of the Company’s wholly-owned subsidiary,
namely Beijing Offcn Future Education Technology Co., Ltd., to Beijing Shangheng Jirui Commercial Operation
and Management Co., Ltd. (hereinafter referred to as Longhu Party). After friendly negotiation between the two
parties, based on the target company’s paid-in registered capital, the Company priced the transfer of the target
company’s 51% equity at RMB 51 million yuan. At the same time, Longhu Party invested RMB1.379 billion yuan
in the target company as shareholder loans, all of which were used to repay the target company’s borrowing from
the Company. For specific information of this matter, please refer to the Company’s Announcement on the
Transfer of Part of the Wholly-owned Subsidiary’s Equity and Cooperative Development (Announcement No.:
2021-061) released on www.cninfo.com, September 27, 2021.
According to the customized development agreement and supplementary agreement signed between the target
company and the Company, the Company’s RMB1.618 billion yuan’s worth of loan to the target company has
been converted into the advance payment for the construction of CP00-1804-0012 public construction land. The
target company will construct an online technology R&D center, an Online-Merge-Offline education
demonstration center, an integrated training center for R&D and teaching personnel, a vertical integrated
fast-response command center for nationwide market, and an innovative education headquarter in accordance with
the Company’s design and planning. At present, the target company has paid off all its loans to the Company.



                                                          10
                                                      Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Section IV. Financial statements of the first three quarters
1. Financial statements
(1) Consolidated balance sheet
Company: Offcn Education Technology Co., Ltd.
September 30, 2021
                                                                                                          Unit: RMB

                    Item                    September 30, 2021                        December 31, 2020

 Current assets:

 Monetary funds                                         1,974,991,164.20                           5,950,395,089.12

      Settlement reserve

      Lendings

      Transactional financial assets                       357,426,934.35                            983,205,858.25

      Derivative financial assets

      Notes receivable

      Accounts receivable                                   38,087,488.62                             21,493,637.66

      Receivables financing

      Prepayments                                            2,321,049.00                              2,204,120.00

      Premium receivable

      Accounts receivable reinsurance

             Reserve    for   reinsurance
 receivable contracts

      Other receivables                                    375,968,765.53                            304,318,966.20

           Including: interest receivable

                   Dividend receivable

      Buying back the sale of financial
 assets

      Inventory

      Contract assets

      Assets held-for-sale

          Non-current assets due within
                                                            20,027,866.70                          1,985,873,462.75
 one year

      Other current assets                                 705,367,767.08                            175,179,650.61

 Total current assets                                   3,474,191,035.48                           9,422,670,784.59

 Non-current assets:

      Loans and advances




                                                      11
                                           Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

     Debt investment

     Other debt investment

     Long-term receivables

     Long-term equity investment

     Other equity investment                    152,800,000.00                            152,800,000.00

         Other non-current financial
                                                 38,050,000.00                            208,450,315.01
assets

     Investment property                        653,958,125.31                            668,014,515.82

     Fixed assets                            1,557,911,008.74                           1,612,792,592.67

     Construction in progress                   287,707,506.80                            214,248,125.04

     Productive biological assets

     Oil and gas assets

     Right-of-use asset                      1,230,395,388.53

     Intangible assets                          511,346,418.46                            426,352,455.75

     Development expenditure

     Goodwill                                    99,867,720.38                             99,867,720.38

     Long-term prepaid expenses                 383,323,987.14                            440,955,377.93

     Deferred tax assets                         21,978,854.16                             21,606,436.77

     Other non-current assets                3,801,600,937.14                           1,151,091,703.31

Total non-current assets                     8,738,939,946.66                           4,996,179,242.68

Total assets                                12,213,130,982.14                          14,418,850,027.27

Current liabilities:

     Short-term loan                         4,844,231,125.06                           3,976,019,329.22

     Borrowing from the central bank

         Borrowings from banks and
other financial institutions

     Transactional financial liabilities

     Derivative financial liabilities

     Notes payable

     Accounts payable                           165,281,669.57                            211,824,402.86

     Deposit received

     Contract liabilities                    2,312,641,632.72                           4,925,428,309.33

          Financial assets sold for
repurchase

           Absorbing      deposits   and




                                           12
                                       Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

interbank deposits

     Acting trading securities

     Acting underwriting securities

     Payroll payable                        315,864,427.36                            637,448,433.99

     Taxes payable                           22,613,212.98                            131,111,770.78

     Other payable                           65,535,767.05                              9,479,383.03

        Including:interest payable

                Dividend payable

     Fees and commissions payable

     Reinsurance accounts payable

     Liabilities held-for-sale

         Non-current liabilities due
                                            484,524,249.51
within one year

     Other current liabilities               69,379,248.98                            147,765,156.66

Total current liabilities                8,280,071,333.23                          10,039,076,785.87

Non-current liabilities:

     Insurance contract reserve

     Long-term loan

     Bonds payable

            Bonds payable_preferred
stock

            Bonds payable_perpetual
bond

     Lease liability                        444,442,525.66

     Long-term payables

     Long-term salary payable

     Estimated liabilities

     Deferred income

     Deferred tax liability                 104,423,412.82                            104,677,444.59

     Other non-current liabilities

Total non-current liabilities               548,865,938.48                            104,677,444.59

Total Liabilities                        8,828,937,271.71                          10,143,754,230.46

Owners' equity:

     Share capital                          103,807,623.00                            103,807,623.00

     Other equity instruments




                                       13
                                                                 Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

                         Other      equity
 instruments_preferred stock

                         Other      equity
 instruments_perpetual bond

      Capital reserve                                               1,225,481,049.50                          1,225,481,049.50

      Less: Treasury stock

      Other comprehensive income                                       30,000,000.00                             30,000,000.00

      Special reserve

      Surplus reserves                                                 45,000,000.00                             45,000,000.00

      General risk preparation

      Undistributed profits                                         1,979,940,976.65                          2,870,839,120.70

 Total owner's equity attributable to
                                                                    3,384,229,649.15                          4,275,127,793.20
 the parent company

      Minority shareholders' equity                                       -35,938.72                                -31,996.39

 Owners' equity                                                     3,384,193,710.43                          4,275,095,796.81

 Liabilities and owner's equity                                    12,213,130,982.14                         14,418,850,027.27

Legal representative: Wang Zhendong          Person in charge of accounting: Shi Lei    Head of accounting department: Luo Xue



(2) Consolidated income statement from beginning of the year to the end of the reporting period
                                                                                                                     Unit: RMB

                                 Item                             Amount in the current period     Amount in the prior period

 Total operating income                                                        6,301,194,119.42               7,438,969,829.81

      Including:operating income                                               6,301,194,119.42               7,438,969,829.81

             Interest income

             Premium earned

             Fee and commission income

 Total operating costs                                                         7,342,893,996.86               6,264,315,976.76

      Including: operating cost                                                3,588,626,072.16               3,071,901,770.96

             Interest expense

             Fee and commission expenses

             Surrender money

             Net reimbursement expenditure

             Withdrawal of net insurance liability reserves

             Policyholder dividend expenses

             Reinsurance expenses




                                                                  14
                                                                  Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

                Taxes and surcharges                                              23,049,626.16                    9,832,926.10

                Sales expenses                                                 1,475,923,658.93                1,278,110,818.48

                Management expenses                                            1,036,022,099.40                  902,149,682.94

                R&D expenses                                                    835,716,194.57                   655,566,356.63

                Financial expenses                                              383,556,345.64                   346,754,421.65

                   Including: interest expenses                                 176,536,740.21                   128,133,368.78

                   Interest income                                                35,487,207.53                   11,898,982.50

      Add: other income                                                           67,843,227.07                  221,416,613.84

              Investment income (Loss is listed with “-”)                       74,689,765.65                  187,595,273.90

              Including: investment income from associates and
joint ventures

                      Derecognition income of financial assets
measured at amortized cost

              Exchange earnings (Loss is listed with “-”)

               Net exposure hedge income (Loss is listed with
“-”)

              Income from changes in fair value (Loss is listed
                                                                                  11,041,967.01
with “-”)

              Expected credit loss (Loss is listed with “-”)                    -2,013,158.79                    -1,382,976.76

              Asset impairment loss (Loss is listed with “-”)

              Asset disposal income (Loss is listed with “-”)                     -168,828.03                      162,043.59

III. Operating profit (Loss is listed with “-”)                               -890,306,904.53                1,582,444,807.62

      Add: non-operating income                                                       41,198.84                       20,148.00

      Less: non-operating expenses                                                  886,108.68                       457,348.58

IV. Total profit (The total loss is listed with “-”)                          -891,151,814.37                1,582,007,607.04

      Less: income tax expenses                                                     -249,727.99                  261,121,317.06

V. Net profit (Net loss is listed with “-”)                                   -890,902,086.38                1,320,886,289.98

i. Classified by business continuity

              1.Net profit from continuing operations (Net loss
                                                                                -890,902,086.38                1,320,886,289.98
is listed with “-”)

                2.Net profit from discontinued operations (Net
loss is listed with “-”)

    ii. Classification by ownership

                 1. Net profit attributable to the owner of the
                                                                                -890,898,144.05                1,320,893,510.33
parent company




                                                                  15
                                                                 Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

             2. Minority shareholders' gains and losses                                -3,942.33                          -7,220.35

 VI. Net other comprehensive income

 Net other comprehensive income attributable to the parent
 company owner

 Other comprehensive income that cannot be reclassified
 into profit or loss

 Changes from the remeasurement of the defined benefit
 plan

 2. Other comprehensive income that cannot be transferred
 to profit or loss under the equity method

 3. Changes in fair value of other equity instruments

 4. Changes in fair value of the company's own credit risk

 5. Other

           ii. Other comprehensive income that will be
 reclassified into profit or loss

               1. Other comprehensive income of convertible
 profit and loss under the equity method

 2. Changes in fair value of other debt investments

 3. Financial assets reclassified into other comprehensive
 income

               4. Credit impairment provisions of other debt
 investment

             5. Cash flow hedge reserve

     6. Foreign currency financial statement translation
 difference

             7.Other

    Net other comprehensive income attributable to minority
 shareholders

 VII. Total comprehensive income                                                -890,902,086.38                   1,320,886,289.98

        Total comprehensive income attributable to owners of
                                                                                -890,898,144.05                   1,320,893,510.33
 the parent company

        Total comprehensive income attributable to minority
                                                                                       -3,942.33                          -7,220.35
 shareholders

 VIII. Earnings per share:

        i. Basic earnings per share                                                        -0.14                               0.21

        ii.Diluted earnings per share                                                      -0.14                               0.21

If a business combination under the same control occurs in the current period, the net profit realized by the combined party before the
combination is: RMB 0.00. The net profit realized by the combined party in the previous period was: RMB 0.00.



                                                                 16
                                                                 Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Legal representative: Wang Zhendong        Person in charge of accounting: Shi Lei       Head of accounting department: Luo Xue



(3) Consolidated cash flow statement from beginning of the year to the end of the reporting period
                                                                                                                       Unit: RMB

                              Item                                 Amount in the current period       Amount in the prior period

 I. Cash flow from operating activities:

      Cash received from the sale of goods and services                        3,764,009,075.38                12,630,977,793.14

      Net increase in customer deposits and interbank deposits

      Net increase in borrowing from central bank

         Net increase in funds borrowed from other financial
 institutions

         Cash received from the original insurance contract
 premium

      Net cash received from reinsurance business

      Net increase in policyholders’ deposits and investment
 funds

          Cash charged with interest, handling fees and
 commissions

      Net increase in funds borrowed in

      Net increase in repurchase funds

         Net cash received from agent buying and selling of
 securities

      Tax refund

      Other cash received related to other business activities                       82,925,359.00                246,310,360.72

 Subtotal of cash inflow from operating activities                             3,846,934,434.38                12,877,288,153.86

      Cash paid for the purchase of goods and services                         1,272,319,232.44                 1,241,258,102.15

      Net increase in customer loans and advances

      Net increase in deposit of central bank and interbank

      Cash paid for the original insurance contract

      Net increase in borrowed funds

      Cash paid for interest, handling fees and commissions

      Cash paid for policy dividends

      Cash paid to and for employees                                           4,999,319,418.01                 3,833,750,101.55

      Various taxes paid                                                         257,440,759.41                   200,151,843.84

      Other cash paid for business activities                                    963,675,208.24                   884,298,006.27




                                                                 17
                                                                 Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Subtotal of cash outflows from business activities                            7,492,754,618.10                6,159,458,053.81

Net cash flow from operating activities                                       -3,645,820,183.72               6,717,830,100.05

II. Cash flows from investing activities:

     Cash received from investment recovery                                   9,118,641,205.92               25,895,487,090.00

     Cash received from investment income                                       234,974,156.04                  132,306,688.95

       Net cash received from disposal of fixed assets,
                                                                                                                    162,043.59
intangible assets and other long-term assets

     Net cash received from disposal of subsidiaries and other
business units

     Other cash received related to investing activities

Subtotal of cash inflows from investment activities                           9,353,615,361.96               26,027,955,822.54

      Cash paid for the purchase and construction of fixed
                                                                              2,826,593,982.87                  897,559,659.37
assets, intangible assets and other long-term assets

     Cash paid for investment                                                 7,014,720,000.00               28,265,198,090.00

     Net increase in pledge loans

      Net cash paid for r acquiring subsidiaries and other
business units

     Other cash paid related to investing activities                                168,828.03

Subtotal of cash outflows from investment activities                          9,841,482,810.90               29,162,757,749.37

Net cash flows from investing activities                                       -487,867,448.94               -3,134,801,926.83

III. Cash flow from financing activities:

     Cash received from investment absorption

     Including:cash received from subsidiaries in absorbing
minority shareholders' investment

     Cash received from the loan                                              4,369,000,000.00                3,002,000,000.00

     Other cash received related to fundraising activities

Subtotal of cash inflows from financing activities                            4,369,000,000.00                3,002,000,000.00

     Cash paid for debt repayment                                             3,499,000,000.00                2,641,000,000.00

     Cash paid for dividends, profits or interest payments                      152,324,944.37                1,598,605,965.46

     Including:dividends and profits paid by subsidiaries to
minority shareholders

     Other cash paid related to financing activities                            559,203,347.89                      333,478.85

Subtotal of cash outflows from financing activities                           4,210,528,292.26                4,239,939,444.31

Net cash flow from financing activities                                         158,471,707.74               -1,237,939,444.31

IV. Effect of the changes of the exchange rate on cash and the
equivalents




                                                                 18
                                                                Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

 V. Net increase in cash and cash equivalents                                -3,975,215,924.92               2,345,088,728.91

          Add: balance of cash and cash equivalents at the
                                                                             5,950,036,489.12                2,724,335,001.58
 beginning of the period

 VI. Balance of cash and cash equivalents at the end of the
                                                                             1,974,820,564.20                5,069,423,730.49
 period



2. Explanation on the adjustments to the financial statements
(1) Adjustments to the financial statements at the beginning of the first execution year of the new standards
governing lease since 2021
√ Applicable □ Not applicable
Whether items listed in the balance sheet at beginning of the year need to be adjusted
√ Yes □ No
Consolidated balance sheet
                                                                                                                    Unit: RMB

                   Item                     December 31, 2020               January 1, 2021                Adjustments

 Current Assets:

 Monetary funds                                  5,950,395,089.12               5,950,395,089.12

 Settlement reserve

 Lendings

 Transactional financial assets                    983,205,858.25                 983,205,858.25

 Derivative financial assets

 Notes Receivable

 Accounts Receivable                                21,493,637.66                  21,493,637.66

 Receivables financing

 Prepayments                                         2,204,120.00                   2,204,120.00

 Premium receivables

 Accounts receivable reinsurance

 Reserve for reinsurance receivable
 contracts

 Other receivables                                 304,318,966.20                 304,318,966.20

 Inc: Interest receivables

             Dividends receivables

 Buying back the sale of financial
 assets

 Inventories




                                                                19
                                                   Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Contract assets

Assets held for sale

Non-current assets due within one
                                       1,985,873,462.75            1,985,873,462.75
year

Other current assets                    175,179,650.61                44,858,022.80              -130,321,627.81

Total current assets                   9,422,670,784.59            9,292,349,156.78              -130,321,627.81

Non-current assets:

Loans and Advances

Debt investments

Other debt investments

Long-term receivables

Long-term equity investment

Other equity investment                 152,800,000.00               152,800,000.00

Other non-current financial assets      208,450,315.01               208,450,315.01

Investment properties                   668,014,515.82               668,014,515.82

Fixed assets                           1,612,792,592.67            1,612,792,592.67

Construction in progress                214,248,125.04               214,248,125.04

Productive biological assets

Oil and gas assets

Right-of-use assets                                                1,491,006,998.14             1,491,006,998.14

Intangible assets                       426,352,455.75               426,352,455.75

Development expenditure

Goodwill                                 99,867,720.38                99,867,720.38

Long-term prepaid expense               440,955,377.93               412,508,666.20               -28,446,711.73

Deferred tax assets                      21,606,436.77                21,606,436.77

Other non-current assets               1,151,091,703.31            1,151,091,703.31

Total non-current assets               4,996,179,242.68            6,458,739,529.09             1,462,560,286.41

Total assets                          14,418,850,027.27           15,751,088,685.87             1,332,238,658.60

Current liabilities:

Short-term borrowings                  3,976,019,329.22            3,976,019,329.22

Borrowing from the central bank

Borrowings from banks and other
financial institutions

Transactional financial liabilities

Derivative financial liabilities




                                                   20
                                                    Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

Notes payable

Accounts payable                         211,824,402.86               211,824,402.86

Deposit received

Contract liabilities                    4,925,428,309.33            4,925,428,309.33

Financial assets sold for repurchase

Absorbing deposits and interbank
deposits

     Acting trading securities

     Acting underwriting securities

     Payroll payable                     637,448,433.99               637,448,433.99

     Taxes payable                        131,111,770.78              131,111,770.78

     Other payable                          9,479,383.03                9,479,383.03

        Including:interest payable

                Dividend payable

     Fees and commissions payable

     Reinsurance accounts payable

     Liabilities held-for-sale

        Non-current liabilities due
                                                                      699,372,590.26               699,372,590.26
within one year

     Other current liabilities           147,765,156.66               147,765,156.66

Total current liabilities              10,039,076,785.87           10,738,449,376.13               699,372,590.26

Non-current liabilities:

     Insurance contract reserve

     Long-term loan

     Bonds payable

           Bonds payable_preferred
stock

           Bonds payable_perpetual
bond

     Lease liabilities                                                632,866,068.34               632,866,068.34

     Long-term payables

     Long-term salary payable

     Estimated liabilities

     Deferred income

     Deferred tax liability              104,677,444.59               104,677,444.59




                                                    21
                                                        Offcn Education Technology Co., Ltd. Third Quarter 2021 Report

      Other non-current liabilities

 Total non-current liabilities                104,677,444.59              737,543,512.93               632,866,068.34

 Total Liabilities                         10,143,754,230.46           11,475,992,889.06             1,332,238,658.60

 Owners' equity:

      Share capital                           103,807,623.00              103,807,623.00

      Other equity instruments

                        Other     equity
 instruments_preferred stock

                        Other     equity
 instruments_perpetual bond

      Capital reserve                       1,225,481,049.50            1,225,481,049.50

      Less:Treasury stock

      Other comprehensive income               30,000,000.00               30,000,000.00

      Special reserve

      Surplus reserves                         45,000,000.00               45,000,000.00

      General risk preparation

      Undistributed profits                 2,870,839,120.70            2,870,839,120.70

 Total owner's equity attributable to
                                            4,275,127,793.20            4,275,127,793.20
 the parent company

      Minority shareholders' equity               -31,996.39                  -31,996.39

 Owners' equity                             4,275,095,796.81            4,275,095,796.81

 Liabilities and owner's equity            14,418,850,027.27           15,751,088,685.87             1,332,238,658.60

Explanation on the adjustments



(2) Description of retroactive adjustment of comparative data in the early stage by the new lease standard initially
implemented since 2021
□ Applicable √ Not applicable


3. Auditor’s report
Whether this Third Quarter 2021 Report has been audited
□ Yes √ No
The Company’s Third Quarter 2021 Report has not been audited.




                                                      Board of Directors of Offcn Education Technology Co., Ltd.
                                                                                                     October 29, 2021


                                                        22