OFFCN EDUCATION TECHNOLOGY CO., LTD.
Third Quarter 2020 Report
Stock Code: 002607
Stock Abbr.: OFFCN EDU
October, 2020
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Chapter I. Important Notes
The board of directors, the supervisor committee, the directors, supervisors, and senior management of the
Company shall hereby guarantee the authenticity, accuracy and completeness of this quarterly report without
misrepresentations, misleading statements, or material omissions, and bear individual and joint legal liabilities.
All directors attended the board meeting approving this quarterly report.
Wang Zhendong, the Company ’s legal representative, Shi Lei, the responsible person in charge of accounting
work, and Luo Xue, the person in charge of the accounting department, hereby declare that the financial report in
this quarterly report is authentic, accurate and complete.
Note: The Company’s Third Quarter 2020 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.
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Chapter II. Corporate Profile
Sector I. 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 at the end
End of current reporting
End of the previous year of this reporting period over
period
end of the previous year
Total assets (RMB) 15,351,254,073.24 9,960,705,427.94 54.12%
Net assets attributable to
shareholders of the listed 3,299,163,560.79 3,431,545,903.82 -3.86%
Company (RMB)
Increase/decrease
Increase/decrease in from beginning of
From beginning of
current reporting the year 2020 to end
Current reporting the year 2020 to end
period over same of this reporting
period of this reporting
period of the period over same
period
previous year period of the
previous year
Revenue (RMB) 4,630,989,349.21 83.65% 7,438,969,829.81 20.78%
Net profit attributable to
shareholders of the listed 1,553,920,155.49 233.58% 1,320,893,510.33 37.76%
Company (RMB)
Net profit attributable to
shareholders of the listed
Company after deducting 1,445,848,093.32 247.44% 1,078,305,710.49 21.35%
non-recurring gains or losses
(RMB)
Net cash flow from operating
2,654,154,595.86 302.28% 6,717,830,100.05 120.79%
activities (RMB)
Basic earnings per share
0.25 212.50% 0.21 31.25%
(RMB/share)
Diluted earnings per share
0.25 212.50% 0.21 31.25%
(RMB/share)
Weighted average return on
51.35% 31.05% 42.35% 8.39%
assets
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Items and amounts of non-recurring gains or losses
√ Applicable □ Not applicable
Unit: RMB
Amount from beginning of
Item the year 2020 to end of the Notes
reporting period
Gains or losses on disposal of non-current assets (including the
162,043.59
offsetting amount for the provision of impairment of assets)
Government subsidies included in the current gains or losses
(not including subsidies enjoyed in quota or ration according to
475,756.81
national standards, which are closely relevant to the Company’s
business.)
Gains or losses from entrusting others to invest or manage
130,365,075.07
assets
Non-operating income and expenses other than the above -457,000.58
Other items that meet the definition of non-recurring gains or
159,614,478.41
losses
Less：Influenced amount of income tax 47,572,553.46
Total 242,587,799.84 --
Provide explanations for classifying non-recurring profit and loss items defined in the Explanatory Announcement
No. 1 for Public Company Information Disclosures - Non-recurring Gains and Losses, and for classifying
non-recurring profit and loss items listed in the Explanatory Announcement No. 1 for Public Company
Information Disclosures – Non-recurring Gains and Losses as recurring profit and loss items.
□ Applicable √ Not applicable
The Company has not classified non-recurring profit and loss items defined or listed in the Explanatory
Announcement No. 1 for Public Company Information Disclosures - Non-recurring Gains and Losses as recurring
profit and loss items in the reporting period.
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Sector II. Tables on the total number of shareholders and shares held by the top 10
shareholders at the end of the reporting period
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 with restored
shareholders at the end of 30,880 0
voting rights at end of the
reporting period
reporting period (if any)
Particulars about shares held by the top 10 shareholders
Number of Pledged or frozen
Name of Nature of Shareholding shares held
Shares held Number of
shareholder shareholder percentage (%) with sales Status of shares
shares
restrictions
Domestic
Lu Zhongfang 41.36% 2,550,549,260 2,550,549,260 Pledged 450,000,000
natural person
Domestic
Li Yongxin 18.35% 1,131,415,121 1,131,415,121 Pledged 774,495,000
natural person
Wang Domestic
15.61% 962,471,418 962,471,418 Pledged 107,100,000
Zhendong natural person
Beijing
Aerospace
Domestic
Industry
non-state-owne 4.33% 267,353,171 267,353,171
Investment
d legal person
Fund (Limited
Partnership)
Beijing
Guangyin
Domestic
Venture Capital
non-state-owne 2.89% 178,235,447 178,235,447
Center
d legal person
(Limited
Partnership)
Beijing Kerui
Technology
Innovation Domestic
Investment non-state-owne 1.44% 89,117,723 89,117,723
Center d legal person
(Limited
Partnership)
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Hong Kong
Securities Overseas legal
1.41% 86,771,865 0
Clearing person
Co.,Ltd.
Beijing Offcn
Future
Information Domestic
Consulting non-state-owne 1.30% 80,000,000 0
Center d legal person
(Limited
Partnership)
Domestic
Zhou Xiayun 1.28% 78,848,640 0 Pledged 47,148,845
natural person
Domestic
Zhou Hui 1.17% 72,277,920 0 Pledged 9,450,000
natural person
Particulars about shares held by the top 10 shareholders without sales restrictions
Type of shares
Name of shareholder Number of shares without sales restrictions held Number of
Type of shares
shares
Hong Kong Securities Clearing RMB common
86,771,865 86,771,865
Co.,Ltd. shares
Beijing Offcn Future Information
RMB common
Consulting Center (Limited 80,000,000 80,000,000
shares
Partnership)
RMB common
Zhou Xiayun 78,848,640 78,848,640
shares
RMB common
Zhou Hui 72,277,920 72,277,920
shares
RMB common
Zhou Li 48,185,280 48,185,280
shares
China Merchants Bank Co.,Ltd.-
China Universal Asset
RMB common
Management Mid-Capitalization 10,742,427 10,742,427
shares
Active Growth Hybrid Securities
Investment Fund
Agricultural Bank of China
Co.,Ltd.-BOCOM Schroders RMB common
10,163,856 10,163,856
Growth Hybrid Securities shares
Investment Fund
China Construction Bank 9,235,717 RMB common 9,235,717
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Co.,Ltd.-Huatai Pinebridge shares
Prosperity Optimal Hybrid
Securities Investment Fund
China CITIC Band Co.,Ltd.-
BOCOM Schroders New Vitality RMB common
8,493,732 8,493,732
Flexible Allocation Hybrid shares
Securities Investment Fund
China Construction Bank
Co.,Ltd.-BOCOM Schroders Blue RMB common
8,028,102 8,028,102
Chip Hybrid Securities Investment shares
Fund
The Company's controlling shareholder and actual controller Lu Zhongfang and Li Yongxin
are in a parent-child relationship. Lu Zhongfang, Li Yongxin, and Beijing Offcn Future
Information Consulting Center (Limited Partnership) constitute persons acting in concert.
Description of the relationship or
Zhou Xiayun and Zhou Hui have a father-son relationship. Zhou Xiayun and Zhou Li have
concerted action among the above
a father-daughter relationship. It is unknown whether there is an associated relationship
mentioned shareholders
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 participating in the None
margin trading (if any)
Whether the Company’s top 10 common shareholders and top 10 common shareholders without sales restrictions
conducted agreed repurchase transactions during the reporting period?
□ Yes √ No
The Company’s top 10 common shareholders and top 10 common shareholders without sales restrictions did not
conduct agreed repurchase transactions during the reporting period.
2. Table on the total number of preferred shareholders and shares held by the top 10 preferred
shareholders
□ Applicable √ Not Applicable
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Chapter III. Significant Events
Section I. Cases and reasons of main financial data and indicators fluctuation during the
reporting period
√ Applicable □ Not Applicable
Balance Sheet September 30, 2020 December 31, 2019 Growth Statements
The main reason for the growth is the
recruitment examinations have been fully
Cash and cash resumed and the marketing and enrollment of
5,069,423,730.49 2,724,335,001.58 86.08%
equivalents the Company have returned to the normal
level. The revenue therefore has been
increased.
It is mainly due to the increased revenue of
Financial assets held for
4,123,307,227.54 1,754,396,227.54 135.03% training business in this reporting period and
trading
the increased purchase of financial products.
It is mainly due to the increase of rents from
Accounts receivable 20,252,907.35 2,721,638.09 644.14% retained assets in the major asset restructuring
in the current period.
It is mainly due to the increased prepayments
Prepayments 5,734,527.16 2,461,009.00 133.02% for the employees’ business travel air tickets to
the travel agency.
The reason for the growth is that the fixed
Non-current assets due deposit due within one year is listed under
1,959,426,969.04 0.00 100.00%
within one year “non-current assets due within one year” item
based on the liquidity of assets.
It is mainly due to the increased prepayments
Other current assets 179,404,189.50 97,336,600.16 84.31% for rent and property management in the
current period.
The reason for the growth is that the fixed
deposit due within one year is listed under
Debt investments 20,000,000.00 1,923,598,909.09 -98.96%
“non-current assets due within one year” item
based on the liquidity of assets.
The main reason is that the accrual of the
Deferred tax assets 11,310,880.26 21,482,832.13 -47.35% employees’ remuneration in the previous year
is paid in the current period.
It is mainly due to the prepayments for the
Other non-current assets 500,359,990.69 325,967,628.34 53.50% decoration of branches and training centers in
the current period.
It is mainly due to the settlement and payment
Accounts payable 124,596,162.88 236,481,990.86 -47.31%
of the initial payables in the current period.
Receipts in advance 0.00 2,634,276,203.88 -100.00% The reason is that “ receipts in advance ”
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
carried over within one year are listed under
“ Contract liabilities ” and “ Other current
liabilities ” item according to the new criteria
of revenue in the current period.
It is mainly due to the “ receipts in advance ”
carried over within one year after tax deduction
Contract liabilities 7,410,923,947.05 0.00 100.00% is listed under “ Contract liabilities ” item
according to the new criteria of revenue in the
current period.
Employee benefits It is mainly due to the expansion of business
602,771,357.67 411,475,636.03 46.49%
payable scale and increase in personnel costs.
It is mainly due to the increase of income tax
Taxes payable 253,433,295.83 184,306,027.84 37.51% of the Company in the third quarter from the
beginning of the period.
The reason is that the pending output tax in the
“receipts in advance” carried over within one
Other current liabilities 222,327,718.41 0.00 100.00% year is adjusted to be listed under “ Other
current liabilities ” item according to the new
criteria of revenue in the current period.
January-September January-September
Income Statement Growth Statements
2020 2019
It is mainly due to the tax reduction and
Taxes and surcharges 9,832,926.10 43,197,122.47 -77.24%
exemption during the pandemic.
It is mainly due to the increased receivables
Financial expenses 346,754,421.65 65,332,528.30 430.75%
and commissions in the current period.
It is mainly due to the reduction and exemption
Other income 221,416,613.84 500,478.07 44141.02% of value-added tax enjoyed by the Company
during the pandemic.
The main reason is that the interest income
from fixed deposit is adjusted from being
included in “ financial expenses ” to be
Investment income 187,595,273.90 126,753,395.24 48.00%
included in “investment income” based on the
new accounting standards of financial
instruments.
It is mainly due to the increase of taxable
Income tax expenses 261,121,317.06 189,559,243.49 37.75%
profits.
January-September January-September
Cash Flow Statement Growth Statements
2020 2019
Cash receipts from the
It is mainly due to the increase of training fees
sale of goods and the 12,630,977,793.14 8,330,180,757.44 51.63%
received in advance in the current period.
rendering of services
Other cash receipts It is mainly due to the resumption of land
246,310,360.72 2,290,953.16 10651.44%
related to operating auction deposit in the current period.
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
activities
It is mainly due to the increased number of the
Cash paid to and for
3,833,750,101.55 2,877,043,972.46 33.25% the Company ’s employee, thus increasing the
employees
payment for the employees’ remuneration.
Cash paid for all types It is mainly due to the tax reduction and
200,151,843.84 424,466,382.02 -52.85%
of taxes exemption during the pandemic.
Cash receipts from
It is mainly due to the redemption of financial
disposals and recovery 25,895,487,090.00 18,199,290,000.00 42.29%
products in the current period.
of investments
It is mainly due to the acquisition of
Cash payments to Guancheng training center in Shaanxi
acquire or construct province, the prepayments for cooperative
fixed assets, intangible 897,559,659.37 516,034,598.11 73.93% construction funds to Shenfu training center of
assets and other Liaoning Offcn, and the payments for
long-term assets construction in progress, decoration and etc in
the current period.
It is mainly due to the Company ’s optimized
Cash paid for investment 28,265,198,090.00 19,445,620,000.00 45.36% fund management and the increased purchase
of financial products in the current period.
It is mainly due to the increased borrowings
Cash from borrowings 3,002,000,000.00 986,698,800.00 204.25%
from the bank in the current period.
Cash paid for debt It is mainly due to the repayment of bank loans
2,641,000,000.00 496698800 431.71%
repayment due in the current period.
Section II. Progress of significant events, their impact and analysis on the solutions
Applicable √ Not applicable
Progress in the implementation of share repurchase
Applicable √ Not applicable
Progress in the implementation of centralized bidding to reduce holdings of repurchased shares
Applicable √ Not applicable
Section III. Commitments in implementation by the Company's actual controller,
shareholders, related parties, acquirer and the Company itself, etc. during the reporting
period
√ Applicable Not applicable
The important commitments made by the major asset restructuring parties are as follows:
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Type of Date of Period of
Performa
Commitment commitm Content of commitment commitm commitm
nce
ent ent ent
1. The profit forecast and compensation periods are the years
of 2018, 2019 and 2020.
2. Performance commitment: The compensation obligors
confirm and promise that the net profits attributable to the
shareholders of the parent company after deducting
non-recurring gains and losses under the consolidated
statements of Offcn Ltd. shall not be less than 930 million
RMB, 1.3 billion RMB and 1.65 billion RMB in years of
2018, 2019 and 2020 respectively.
3. The parties agree that the certified public accountants
employed by Yaxia Auto shall review the actual net profits of
Offcn Ltd. after the end of each of the three fiscal years. The
difference between the actual net profits of Offcn Ltd. and the
net profits committed by the compensation obligors shall be
reviewed and a special audit report shall be issued. At the end
of the third fiscal year, an auditing agency with qualifications
for executing securities and futures engaged by Yaxia Auto
Lu will conduct an impairment test on Offcn Ltd. and issue an
Zhongfang, impairment test report, within 90 days after the certified
Li Yongxin, public accountant issues a special audit report.
Performa Performance
Wang 4. Compensation measures:
nce commitment
Zhendong, (1) If the certified public accountant confirms that the actual
commitm s of the year
Guo Shihong, net profits accumulated by Offcn Ltd. fails to meet the Years of
ent and 2018 and
aggregate committed net profits as of the end of each of three May 4, 2018, 2019 have
Liu Bin, compensa
fiscal years, each compensation obligor shall assume the 2018 2019,
tion been
Zhang compensation obligation according to the proportion of the 2020
arrangem fulfilled.
Yongsheng, shares to the total shares of Offcn Ltd. held by all the
ent
Yang compensation obligors before the transaction. All
Shaofeng, compensation obligors are given priority to conduct
Zhang Zhi’an compensation with shares. When the total amount of share
compensation reaches 90% of the total number of shares
issued for purchasing assets, all compensation obligors shall
conduct compensation in cash. The formula for calculating the
amount of compensation payable by the obligors in the
current period is as follows: compensation amount for the
current period = (aggregate committed net profits as of the
end of the current period - accumulated net profits as of the
end of the current period) ÷ the sum of committed net profits
of years within the compensation period × the price of Offcn
Ltd. in this transaction - aggregate compensated amount.
In the application of the above formula, it should be as
follows: ① “As of the end of the current period” refers to
the period starting from 2018 and ending at the end of the
current period; ② “the sum of committed net profits” refers
to the sum of committed net profits in 2018, 2019 and 2020,
that is RMB 3.88 billion. Number of shares to be
compensated by the obligor in the current period = Obligor's
compensation amount ÷ the issue price per share of the
shares issued for purchasing assets. When the number of
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
shares for compensation is not a whole number, it shall be
handled in accordance with the rounding principle.
(2) The upper limit of the compensation obligor in the
compensation commitments and end-of-period impairment
compensation of Offcn Ltd. shall not exceed the total
transaction consideration obtained by all shareholders in this
transaction. When the calculated compensable amount is less
than or equal to 0, the value is taken as 0, that is, the amount
or the shares that have been compensated are not redeemed.
(3) If Yaxia Auto implements ex-rights and ex-dividends, such
as bonus shares, the capitalization of the capital reserve to
share capital, or allotment within the period of profit
compensation, the number of shares to be compensated shall
be adjusted accordingly as follows: the number of shares to be
compensated by the obligor (after adjustment) = the number
of shares to be compensated by the obligor × (1 + the
proportion of bonus shares or transferred capital stock).
(4) If Yaxia Auto implements cash dividends during the period
of profit compensation, the cash dividends shall be returned
accordingly. The calculation formula is: repayment amount of
the compensation obligor = total cash distribution received by
the compensation obligor (before tax) ÷the number of shares
obtained by the compensation obligor in this transaction
(including shares acquired in this transaction and shares
newly added by bonus shares and transfer of capital stock) ×
the number of obligor’s compensation shares.
5. Impairment test and compensation after the performance
commitment period expires:
(1) At the end of the performance commitment period, the
auditing agency with qualifications for executing securities
and futures engaged by Yaxia Auto will perform an
impairment test on exchange-in assets in this transaction (i.e.
100% of the shares of Offcn Ltd.) and issue an Impairment
Test Report.
(2) If the amount of exchange-in assets impairment at the end
of the period> the total number of compensated shares × the
issue price + the amount of compensated cash, each
compensation obligor shall compensate Yaxia Auto separately
according to the proportion of the shares to the total shares of
Offcn Ltd. held by all the compensation obligors before the
transaction. The calculation formula is: the amount to be
compensated for the impairment of the exchange-in assets=
the amount of impairment of exchange-in assets at the end of
the period－the total compensated amount in the commitment
year(s). In any situations, the total amount of the
compensation for exchange-in assets impairment and the
compensation for performance commitment shall not exceed
the total amount of this transaction's consideration received by
all the shareholders of Offcn Ltd.
(3) The aforementioned amount of impairment is the
consideration of exchange-in assets minus the estimated value
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
of exchange-in assets at the end of the period, deducting the
effects of capital injection, capital reduction, gift acceptance
and profit distribution of the shareholders during
compensation period.
6. Implementation of compensation:
(1) If the compensation obligor is required to compensate
Yaxia Auto because the net profits generated by exchange-in
assets are lower than its commitment, Yaxia Auto shall
convene a board meeting within 30 working days after the
special audit report or impairment test report is issued by the
accounting firm, and shall determine the number of shares or
cash amount to be compensated by each compensation obligor
in accordance with the "Profit Forecast Compensation
Agreement". The board of directors shall convene a general
meeting of shareholders to consider the repurchase and/or
cancellation of compensated shares for the current period.
(2) Based on the terms and conditions of the agreement, each
compensation obligor will compensate Yaxia Auto in the
following order: each compensation obligor shall perform the
compensation obligation according to the proportion of the
shares to the total shares of Offcn Ltd. held by all the
compensation obligors before the transaction.
① Firstly, all compensation obligors shall compensate the
listed Company with Yaxia Auto shares obtained in this
transaction according to the proportion of the shares to the
total shares of Offcn Ltd. held by all the compensation
obligors before the transaction. If the aforementioned shares
are insufficient for compensation, each compensation obligor
shall make compensation by purchasing Yaxia Auto shares
from the secondary market or by other legal means. In order
to avoid ambiguity, the compensation obligors shall not bear
joint liability for the above compensation obligations.
②Yaxia Auto shall notify all compensation obligors in writing
within 5 working days after the date of announcement of
resolution by the shareholders ’ meeting. All compensation
obligors shall transfer their compensation shares of the current
year to the designated account set up by the board of directors
of Yaxia Auto at a total price of RMB 1.00 within 5 working
days after receiving the aforementioned notice, and cancel the
repurchase of aforementioned shares in accordance with
relevant laws and regulations. (If there are changes in relevant
laws and regulations and/or in regulations of relevant
authorities at that time, the cancellation shall be completed in
accordance with the relevant regulations at that time)
③ From the date on which the number of compensation
shares of each compensation obligor is determined until the
cancellation of these shares, these shares are with no voting
rights or rights for dividend distribution.
④ If the compensation obligor needs to compensate Yaxia
Auto in cash in accordance with the stipulations of the Profit
Forecast Compensation Agreement, each compensation
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Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
obligor shall pay the compensation amount to Yaxia Auto
within the period specified in the notice. In case of overdue
payment, the compensation obligor shall pay the late payment
interest to Yaxia Auto on the overdue portion at daily interest
rate of 5 , with the continuity of obligation of
compensation.
After the completion of the transaction (starting from the date
of the listing of shares issued in this transaction), the
Company/I/the plan shall not transfer the shares with rights of
Yaxia Auto within 36 months .
Yaxia After the completion of the transaction, the shares held by the
Industry, Company/I/the plan, derived from Yaxia Auto shares due to
Zhou Xiayun, the distribution of stock dividends and/or the transfer of the
Letter of
Zhou Hui, capital reserve to share capital by Yaxia Auto, shall also Under
commitm January
Zhou Li, comply with the above-mentioned sales restrictions. May 4, normal
ent on
Phase-I If the China Securities Regulatory Commission and/or 2018 implement
lock-up 31, 2022
employee Shenzhen Stock Exchange have/has other provisions for the ation
period
stock aforementioned lock-up period arrangement, the
ownership Company/I/the plan will adjust and implement the
plan aforementioned lock-up period according to the latest
regulations of the China Securities Regulatory Commission
and/or Shenzhen Stock Exchange.
If violating the above commitments, the Company/I/the plan
will bear all losses caused to Yaxia Auto.
1. The shares of the listed Company subscribed by myself in
this transaction shall not be transferred or dealt with in any
other forms within 36 months from the date of the listing of
the shares. Within 6 months after the listing of the shares, if
the closing price of the listed Company stock is lower than the
issue price for consecutive 20 trading days, or the closing
price of the stock at the end of the 6 months after the listing of
the shares is lower than the issue price, the lock-up period of
consideration shares acquired by myself shall be
automatically extended for 6 months. (If ex-rights or
Letter of ex-dividend events, such as dividend distribution, bonus
Commitm shares, transfer of capital stock, or allotment to the listed
ent on Company occurred during the aforementioned period, the Under
lock-up aforementioned issue price shall be calculated based on the April 27, January normal
Li Yongxin price adjusted by factors as ex-dividend and ex-rights, etc.)
period for 2018 implement
31, 2022
subscripti 2. As the transferee of 72,696,561 Yaxia Auto shares held by ation
on of Anhui Yaxia Industry Co., Ltd., I shall not transfer the
shares aforementioned shares within 36 months from the date of
registration in my securities account.
3. The aforesaid arrangement of share lock-up does not affect
the implementation of profit compensation for this
transaction, that is, when I need to make profit compensation,
the listed Company has the right to relieve the lock-up of
shares in corresponding amount in advance for profit
compensation.
4. I promise to abide by the following provision: if the
transaction is investigated by judiciary authorities or the
China Securities Regulatory Commission on suspicion of
13
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
misrepresentations, misleading statements, or material
omissions in regard to the information provided or disclosed,
the shares of the listed Company acquired in this transaction
shall not be transferred until the conclusion of the
investigation is clarified.
5. After the completion date of this transaction, my increased
shares due to bonus shares and transfer of capital stock of the
listed Company shall also comply with the foregoing
requirements.
6. If the aforementioned lock-up period arrangement does not
match the latest laws and regulations and the latest regulatory
requirements of the securities regulatory institution, the
enterprise agrees to implement the latest laws and regulations
and the requirements of the regulatory agency.
7. After the lock-up period expires, it will be implemented in
accordance with the relevant regulations of the China
Securities Regulatory Commission and the Shenzhen Stock
Exchange.
1. The shares of the listed Company subscribed by myself in
this transaction shall not be transferred or dealt with in any
other forms within 36 months from the date of the listing of
the shares. Within 6 months after the listing of the shares, if
the closing price of the listed Company stock is lower than the
issue price for consecutive 20 trading days, or the closing
price of the stock at the end of the 6 months after the listing of
the shares is lower than the issue price, the lock-up period of
consideration shares acquired by myself shall be
automatically extended for 6 months. (If ex-rights or
ex-dividend events, such as dividend distribution, bonus
shares, transfer of capital stock, or allotment to the listed
Company occurred during the aforementioned period, the
Letter of aforementioned issue price shall be calculated based on the
commitm price adjusted by factors as ex-dividend and ex-rights, etc.)
ent on 2. The aforesaid share lock-up arrangement does not affect the Under
lock-up implementation of profit compensation for this transaction, April 27, January normal
Lu Zhongfang
period for that is, when I need to make profit compensation, the listed 2018 implement
31, 2022
subscripti Company has the right to relieve the lock-up of shares in ation
on of corresponding amount in advance for profit compensation.
shares 3. I promise to abide by the following provision: if the
transaction is investigated by judiciary authorities or the
China Securities Regulatory Commission on suspicion of
misrepresentations, misleading statements, or material
omissions in regard to the information provided or disclosed,
the shares of the listed Company acquired in this transaction
shall not be transferred until the conclusion of the
investigation is clarified.
4. After the completion date of this transaction, my increased
shares due to bonus shares and transfer of capital stock of the
listed Company shall also comply with the foregoing
requirements.
5. If the aforementioned lock-up period arrangement does not
match the latest laws and regulations and the latest regulatory
14
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
requirements of the securities regulatory institution, I agree to
implement the latest laws and regulations and the
requirements of the regulatory agency.
6. After the lock-up period expires, it will be implemented in
accordance with the relevant regulations of the China
Securities Regulatory Commission and the Shenzhen Stock
Exchange.
1. The shares of the listed Company subscribed by the
enterprise in this transaction shall not be transferred or dealt
with in any other forms within 36 months from the date of
listing of the shares. Within 6 months after the listing of the
shares, if the closing price of the listed Company stock is
lower than the issue price for consecutive 20 trading days , or
the closing price of the stock at the end of the 6 months after
the listing of the stock is lower than the issue price, the
lock-up period of consideration shares acquired in this
transaction shall be automatically extended for 6 months. (If
ex-rights or ex-dividend events, such as dividend distribution,
bonus shares, transfer of capital stock, or allotment to the
listed Company occurred during the aforementioned period,
the aforementioned issue price shall be calculated based on
the price adjusted by factors as ex-dividend and ex-rights,
etc.)
Letter of 2. The enterprise promises to abide by the following
commitm provision: if the transaction is investigated by judiciary
ent on authorities or the China Securities Regulatory Commission on Under
Kerui January
lock-up suspicion of misrepresentations, misleading statements, or July 27, normal
Technology 31, 2022
period for material omissions in regard to the information provided or 2018 Implement
Innovation
subscripti disclosed, the shares of the listed Company acquired in this ation
on of transaction shall not be transferred until the conclusion of the
shares investigation is clarified.
3. After the completion date of this transaction, the shares that
the enterprise owns increased due to bonus shares and transfer
of capital stock of the listed Company shall also comply with
the foregoing requirements.
4. If the aforementioned lock-up period arrangement does not
match the latest laws and regulations and the latest regulatory
requirements of the securities regulatory institution, the
enterprise agrees to implement the latest laws and regulations
and the requirements of the regulatory agency.
5. After the lock-up period expires, it will be implemented in
accordance with the relevant regulations of the China
Securities Regulatory Commission and the Shenzhen Stock
Exchange.
Letter of 1. The shares of the listed Company subscribed by the
commitm enterprise in this transaction shall not be transferred or dealt
Aerospace
Industry, ent on with in any other forms within 36 months from the date of Under
Guangyin lock-up listing of the shares. Within 6 months after the listing of the July 27, January normal
period for shares, if the closing price of the listed Company stock is 2018 31, 2021 Implement
Venture
subscripti lower than the issue price for consecutive 20 trading days , or ation
on of the closing price of the stock at the end of the 6 months after
shares the listing of the stock is lower than the issue price, the
15
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
lock-up period of consideration shares acquired in this
transaction shall be automatically extended for 6 months. (If
ex-rights or ex-dividend events, such as dividend distribution,
bonus shares, transfer of capital stock, or allotment to the
listed Company occurred during the aforementioned period,
the aforementioned issue price shall be calculated based on
the price adjusted by factors as ex-dividend and ex-rights,
etc.)
2. The enterprise promises to abide by the following
provision: if the transaction is investigated by judiciary
authorities or the China Securities Regulatory Commission on
suspicion of misrepresentations, misleading statements, or
material omissions in regard to the information provided or
disclosed, the shares of the listed Company acquired in this
transaction shall not be transferred until the conclusion of the
investigation is clarified.
3. After the completion date of this transaction, the shares that
the enterprise owns increased due to bonus shares and transfer
of capital stock of the listed Company shall also comply with
the foregoing requirements.
4. If the aforementioned lock-up period arrangement does not
match the latest laws and regulations and the latest regulatory
requirements of the securities regulatory institution, the
enterprise agrees to implement the latest laws and regulations
and the requirements of the regulatory agency.
5. After the lock-up period expires, it will be implemented in
accordance with the relevant regulations of the China
Securities Regulatory Commission and the Shenzhen Stock
Exchange.
1. The shares of the listed Company subscribed by myself in
this transaction shall not be transferred or dealt with in any
other forms within 24 months from the date of listing of the
shares. Within 6 months after the listing of the shares, if the
closing price of the listed Company stock is lower than the
issue price for consecutive 20 trading days , or the closing
price of the stock at the end of the 6 months after the listing of
Wang the shares is lower than the issue price, the lock-up period of
Letter of
Zhendong, consideration shares acquired in this transaction by myself is
commitm
Guo Shihong, automatically extended for 6 months. (If dividend distribution,
ent on Under
Liu Bin, bonus shares, transfer of capital stock, or allotment to the
lock-up July 27, January normal
Zhang listed Company occurred during the above period, the
period for 2018 31, 2021 Implement
Yongsheng, aforementioned issuance price is calculated based on the price
subscripti ation
Yang adjusted by factors as ex-dividend and ex-rights, etc.)
on of
Shaofeng, If Offcn Ltd. fails to meet the committed net profits as
shares
Zhang Zhi’an stipulated in the Profit Forecast Compensation Agreement in
either 2018 or 2019, the lock-up period of the shares of the
listed Company I obtained in this transaction will be extended
to 36 months. At the expiration of 36 months from the date
when the aforementioned shares are registered to my
securities account, if the performance compensation
obligations under the Profit Forecast Compensation
Agreement have not been fulfilled, the above lock-up period
16
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
will be extended to the date when the compensation
obligations are fulfilled.
2. The aforesaid share lock-up arrangement does not affect the
implementation of profit compensation for this transaction,
that is, when I need to make profit compensation, the listed
Company has the right to relieve the shares in corresponding
amount in advance for profit compensation.
3. I promise to abide by the following provision: if the
transaction is investigated by judiciary authorities or the
China Securities Regulatory Commission on suspicion of
misrepresentations, misleading statements, or material
omissions in regard to the information provided or disclosed,
the shares of the listed Company acquired in this transaction
shall not be transferred until the conclusion of the
investigation is clarified.
4. After the completion date of this transaction, my increased
shares due to bonus shares and/or transfer of capital stock of
the listed Company shall also comply with the foregoing
requirements.
5. If the aforementioned lock-up period arrangement does not
match the latest laws and regulations and the latest regulatory
requirements of the securities regulatory institution, I agree to
implement the latest laws and regulations and the
requirements of the regulatory agency.
6. After the lock-up period expires, it will be implemented in
accordance with the relevant regulations of the China
Securities Regulatory Commission and the Shenzhen Stock
Exchange.
Within 36 months from the date of the transfer of 80,000,000
shares of Yaxia Auto held by Anhui Yaxia Industry Co., Ltd.
Letter of
to the enterprise, the shares shall not be transferred. The
commitm Under
lock-up period of the shares increased during the above period
Offcn ent on the April 27, January normal
due to bonus shares, transfer of capital stock or allotment of
Partnership lock-up 2018 31, 2022 Implement
shares by Yaxia Auto, shall also comply with the foregoing
of shares ation
requirements.
If the enterprise violates commitments listed above, it will
bear all losses caused to Yaxia Auto.
Within 36 months from the date of the transfer of 80,000,000
Letter of shares of Yaxia Auto held by Anhui Yaxia Industry Co.,Ltd. to
commitm Beijing Offcn Future Information Consulting Center (Limited
ent on the Partnership), I or the enterprise shall not in any way transfer
lock-up the shares of Beijing Offcn Future Information Consulting Under
Li Yongxin
of Offcn Center (Limited Partnership) or withdraw from the July 27, January normal
and other 10
Partnershi partnership with Beijing Offcn Future Information Consulting 2018 31, 2022 Implement
counterparties
Center (Limited Partnership), nor do we transfer, assign or ation
p’s
authorize other entities in any way to fully or partially have
contributi
the rights and interests indirectly related to the shares of Yaxia
on shares
Auto held by Beijing Offcn Future Information Consulting
Center (Limited Partnership).
Li Yongxin Letter of 1. Guarantee the independence of the listed Company ’ s April 27, Long-ter Under
Lu Zhongfang commitm personnel 2018 m normal
17
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Wang ent on (1) It is guaranteed that after the completion of transaction, implement
Zhendong maintaini the labor, personnel and salary management of the listed ation
Offcn ng Company shall be completely independent from myself/Offcn
Partnership independ Partnership, and from other related parties, such as
ence of companies, enterprises or economic organizations, controlled
the listed by myself/Offcn Partnership.
Company (2) It is guaranteed that after the completion of transaction,
senior executives shall work as full-time employees and
receive remuneration in the listed Company. They shall not
hold any positions other than directors or supervisors in other
companies, enterprises, or economic organizations controlled
by myself/Offcn Partnership.
(3) It is guaranteed that after the completion of transaction,
the official powers of the shareholders’ meeting and board of
directors on personnel appointments and dismissals shall not
be interfered.
2. Guarantee the independence of institutes of the listed
Company
(1) It is guaranteed that after the completion of transaction,
the listed Company shall build a sound structure of corporate
governance and develop an independent and complete
organizational structure.
(2) It is guaranteed that after the completion of transaction,
the shareholders ’ meeting, the board of directors, and the
supervisor committee shall independently exercise their
powers in accordance with laws, regulations and the
Company’s articles.
3. Guarantee the independence and completeness of the assets
of the listed Company.
(1) It is guaranteed that after the transaction, the listed
Company shall have independent and complete assets related
to production and operation.
(2) It is guaranteed that after the completion of transaction,
the business premises of the listed Company shall be
independent from myself/Offcn Partnership, and other related
parties, such as companies, enterprises, or other economic
organizations controlled by myself/Offcn Partnership.
(3) It is guaranteed that after the completion of transaction,
except for normal business dealings, there shall be no capital
and/or assets of the listed Company occupied by myself/Offcn
Partnership, and other related parties, such as companies,
enterprises or economic organizations, controlled by myself or
Offcn Partnership.
4. Guarantee the independence of the listed Company ’ s
business.
(1) It is guaranteed that after the completion of transaction,
the listed Company shall have the qualifications of
independently conducting business activities and the
capabilities of running market-oriented, independent,
autonomous, sustainable business.
(2) It is guaranteed that after the completion of transaction,
I/Offcn Partnership, or other related parties, such as
companies, enterprises, or other economic organization
18
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
controlled by myself/Offcn Partnership shall avoid businesses
which have a competitive relationship with the listed
Company and its subsidiaries.
(3) It is guaranteed that after the completion of transaction,
I/Offcn Partnership, or related parties, such as companies,
enterprises, or other economic organizations controlled by
myself/Offcn Partnership shall reduce related-party
transactions with the listed Company and its subsidiaries.
Related-party transactions that are really necessary and
unavoidable shall be conducted in a market-oriented and fair
way and perform relevant approval processes and information
disclosure obligations in accordance with relevant laws,
regulations and regulatory documents.
5. Guarantee the financial independence of the listed
Company.
(1) It is guaranteed that after the completion of transaction,
the listed Company shall establish an independent financial
department with independent financial accounting systems
and standardized and independent financial accounting rules.
(2) It is guaranteed that after the completion of transaction,
the listed Company shall open bank accounts independently
and shall not share bank accounts with myself/Offcn
Partnership/other related parties, such as companies,
enterprises or other economic organizations controlled by
myself or Offcn Partnership.
(3) It is guaranteed that after the completion of transaction,
financial personnel hired by the listed Company shall not hold
part-time positions in other related parties, such as companies,
enterprises or other economic organizations controlled by
myself or Offcn Partnership.
(4) It is guaranteed that after the completion of transaction,
the listed Company can make financial decisions
independently. I/Offcn Partnership shall not interfere with the
use of funds by the listed Company.
(5) It is guaranteed that after the completion of transaction,
the listed Company will pay taxes independently according to
laws.
I/Offcn Partnership shall be liable for all losses caused to the
listed Company and its subsidiaries due to my/Offcn
Partnership’s failure in fulfilling the above commitments.
1. As of the date of signing this commitment letter, myself, 1.The As of the
my close relatives and other companies, enterprises or transfer end of the
economic organizations controlled by myself, and my close of reporting
Letter of
relatives, except for Beijing Offcn Online Education Kairuier period,
Commitm
Technology Co., Ltd. (hereinafter referred to as Offcn Training Kairuier
ent on
Li Yongxin, Online), controlled by my relatives Xuhua and Lu Yan, and September School in Training
avoiding
Lu Zhongfang its affiliated schools which are involved in the same or similar 20, 2018 Haidian School in
horizontal
businesses conducted by Offcn Ltd., other related parties are District of Haidian
competiti
not involved in any same, similar or related businesses Beijing: District of
on
conducted by the listed Company, Offcn Ltd. and its affiliated within 24 Beijing had
companies and schools.. Except for serving as a director in months been
Kunming Wuhua Offcn training school, which is affiliated to from the transferred
19
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Offcn Online, Li Yongxin neither holds any full-time or date of to an
part-time positions nor provides consultancy at any companies the unrelated
or enterprises, which conducts competitive businesses with signing of third party.
the listed Company, Offcn Ltd. and their affiliates. I also hold this letter Other
directly or indirectly no stock rights(shares) of companies or of commitme
enterprises conducting the same, similar or related businesses commitm nts are
as the listed Company, Offcn Ltd. and its affiliates. ent under
2. As of the date of signing this commitment letter, Offcn normal
Online and its two affiliated training schools’ disposals are as 2. The implement
follow: Offcn Online conducts no education businesses (to be transfer ation.
canceled after affiliated schools transferred). Kairuier of
Training School in Haidian District of Beijing is to be Kunming
transferred to an unrelated third party and the transfer Wuhua
agreement of owner’s equity has been signed. If the transfer is Offcn
not completed within 24 months since the date of signing this Training
commitment letter, I will urge Offcn Online to cancel the School :
Kairuier Training School in Haidian District of Beijing. within 12
Kunming Wuhua Offcn Training School, associated with months
Offcn Online, has been closed and it will be transferred to an after the
unrelated third party or will be canceled within 12 months revised
after the revised Regulations for the Implementation of the Regulatio
Law on the Promotion of Private Education of the People ’ s ns of
Republic of China (hereinafter referred to as Regulations of Implemen
Implementation) is officially promulgated and implemented tation
and supporting regulations formulated by relevant local officially
education authorities in accordance with the revised promulga
Regulations of Implementation come into effect. ted and
3. As of the date of signing this commitment letter, Offcn Ltd. implemen
as the organizer intends to transfer its 100% of the rights of 33 ted and
private schools for non-academic qualifications to Li supportin
Yongxin, and it has signed the Agreement on Transfer of g
Rights of Private Schools for Non-Academic Qualifications regulation
Affiliated to Beijing Offcn Education Technology Co., Ltd. Li s
Yongxin is willing to entrust the transferred 33 private formulate
schools for non-academic qualifications to Offcn Ltd. and has d by
signed the Trusteeship Agreement of Private Schools for relevant
Non-academic Qualifications. local
4. After the completion of transaction, except for the education
above-mentioned cases, I promise that during the time of authoritie
being the actual controller of the listed Company, I, my close s in
relatives and other related parties, such as companies, accordanc
enterprises or other economic organizations, controlled by e with the
myself and my close relatives shall not in any way (including revised
but not limited to self operated or with other parties to operate Regulatio
joint venture, cooperation, joint operation, investment, ns of
mergence, and trustee operation home and/or aboard) engage Implemen
in the same, similar, related or competitive businesses with tation
the listed Company, which include the follows: come into
(1) I will not directly or indirectly operate, participate in or effect.
assist others to conduct same, similar businesses or other
economic activities which directly or indirectly constitute a
competitive relationship with businesses currently operated by
the listed Company and its affiliated companies.
20
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
(2) I will not directly or indirectly invest on any economic
entities whose businesses constitute a direct or indirect
competitive relationship with the listed Company and its
affiliates.
(3) I will not be hired by any competitors that directly or
indirectly compete with the listed Company and its affiliates,
nor provide any advice, assistance or business opportunities
directly or indirectly to such competitors.
(4) I will not instigate, mislead, encourage or otherwise
induce, persuade, or coerce the employees or management
personnel in the listed Company and its affiliates to terminate
their labor or employment relationship with the Company and
its affiliates.
(5) I will not urge others to hire employees or management
personnel from the listed Company and its affiliates.
5. I promise that if I, my close relatives and other related
parties, such as companies, enterprises or other economic
organizations controlled by myself and my close relatives
obtain any business opportunities from any third party, which
can or may compete with the listed Company and its affiliates
in the future, I will notify the listed Company and its affiliates
in writing within 5 working days. After obtaining the third
party ’ s promise, I will attempt to transfer these business
opportunities to the listed Company and its affiliates.
6. I guarantee that I will never use my knowledge about and
the information I ’ m aware of the listed Company and its
affiliates to assist any third party to engage, participate, or
invest in businesses or projects that compete with the listed
Company and its affiliates.
7. If I violate the above commitments, the benefits obtained
by the violation of commitments shall belong to the listed
Company and I shall be liable for all losses caused to the
listed Company and its affiliates. Within 30 working days
since receiving the writing notice from the listed Company,
compensation will be made in cash.
8. I will disclose relevant information in a timely manner if
commitments fail to be fulfilled or fail to be fulfilled on
schedule because of objective reasons, such as changes in
relevant laws, regulations and policies, or natural disasters.
Except for the above-mentioned objective reasons, if the
commitments is anyhow unable to be fulfilled or fulfilling the
commitments is not conducive to safeguarding the rights and
interests of the listed Company, I should fully disclose the
reasons and either provide a new commitment to the listed
Company and related investors to replace the original one, or
propose an exemption from fulfilling the commitment.
9. The commitment is valid from the date on which the letter
of commitment is signed to the time when I cease to be the
actual controller of the listed Company.
Wang Letter of 1. As of the date of signing this letter of commitment, I, my Under
April 27, Long-ter
Zhendong, Commitm close relatives, or related parties such as companies, normal
2018 m
Offcn ent on enterprises or other economic organizations controlled by implement
21
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Partnership avoiding myself and my close relatives / Offcn Partnership and its ation
horizontal related parties, such as other enterprises or economic
competiti organizations controlled by Offcn Partnership, participate in
on no businesses which are the same, similar or related to
businesses competing with the listed Company, Offcn Ltd.
and their affiliated companies or schools. Except for serving
as a director at Kairuier Training School in Haidian District of
Beijing affiliated to Offcn Online ( Offcn Online tends to
transfer the rights of Kairuier Training School to an unrelated
third party and after this transfer, Wang Zhendong will no
longer hold the post as a director), I neither holds any
full-time or part-time positions nor provides consultancy at
any companies or enterprises which conducts competitive
businesses with the listed Company, Offcn Ltd. and their
affiliates. I also hold directly or indirectly no stock
rights(shares) of companies or enterprises conducting the
same, similar or related businesses as the listed Company,
Offcn Ltd. and its affiliates.
2. After the completion of transaction, except for the
above-mentioned cases, I/Offcn Partnership promise(s) that
during the time of being the actual controller of the listed
Company, I, my close relatives and other related parties, such
as companies, enterprises or other economic organizations,
controlled by myself and my close relatives / Offcn
Partnership and its related parties, such as other enterprises or
economic organizations controlled by Offcn Partnership, shall
not in any way (including but not limited to self operated or
with other parties to operate joint venture, cooperation, joint
operation, investment, mergence, and trustee operation home
and/or aboard) engage in the same, similar, related or
competitive businesses with the listed Company, which
include the follows:
(1) I/Offcn Partnership will not directly or indirectly operate,
participate in or assist others to conduct same, similar
businesses or other economic activities which directly or
indirectly constitute a competitive relationship with
businesses currently operated by the listed Company and its
affiliated companies.
(2) I/Offcn Partnership will not directly or indirectly invest
on any economic entities whose businesses constitute a direct
or indirect competitive relationship with the listed Company
and its affiliates.
(3) I will not be hired by any competitors that directly or
indirectly compete with the listed Company and its affiliates,
nor provide any advice, assistance or business opportunities
directly or indirectly to such competitors.
(4) I/Offcn Partnership will not instigate, mislead, encourage
or otherwise induce, persuade, or coerce the employees or
management personnel in the listed Company and its affiliates
to terminate their labor or employment relationship with the
Company and its affiliates.
(5) I/Offcn Partnership will not urge others to hire employees
22
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
or management personnel from the listed Company and its
affiliates.
3. I/Offcn Partnership promise(s) that if I, my close relatives
and other related parties, such as companies, enterprises or
other economic organizations controlled by myself and my
close relatives / Offcn Partnership and its related parties, such
as other enterprises or economic organizations controlled by
Offcn Partnership obtain any business opportunities from any
third party, which can or may compete with the listed
Company and its affiliates in the future, I/Offcn Partnership
will notify the listed Company and its affiliates in writing
within 5 working days. After obtaining the third party ’ s
promise, I/Offcn Partnerhsip will attempt to transfer these
business opportunities to the listed Company and its affiliates.
4. I/Offcn Partnership guarantee(s) that I/Offcn Partnership
will never use my knowledge about and the information I’m
aware of the listed Company and its affiliates to assist any
third party to engage, participate, or invest in businesses or
projects that compete with the listed Company and its
affiliates.
If I/Offcn Partnership fail(s) to fulfill the above-mentioned
commitments, I/Offcn Partnership shall be liable for all losses
caused to the listed Company and its affiliates.
1. After the transaction is completed, during the time of being
the actual controller of the listed Company, I, my close
relatives and other companies, enterprises or other economic
organizations controlled by myself, my close relatives will try
to avoid and reduce the related-party transactions with the
listed Company and its affiliates; unless it is necessary for the
business development of the listed Company, any
Letter of related-party transactions with the listed Company and its
Commitm affiliates will not be conducted.
2. After the transaction is completed, for the related-party
ent on
transactions which are unavoidable or reasonable to happen
reducing with the listed Company and its affiliates, I, my close relatives
and other companies, enterprises or economic organizations
and Under
controlled by myself and my close relatives, will sign
Li Yongxin, July 27, Long-ter normal
regulating related-party transaction agreements with the listed Company
Lu Zhongfang 2018 m implement
and its affiliates in accordance with the relevant laws,
related-pa ation
regulations and regulatory documents and follow the general
rty business principles of equality, willingness, equivalence and
paid-use. The prices of related-party transactions shall be fair.
transactio
Decision-making procedures, lawful information disclosure
ns obligations and relevant reporting and approval procedures
regarding the related-party transactions, shall be followed.
The status of shareholders shall not be used to damage the
legitimate rights and interests of the listed Company and other
shareholders.
3. After the completion of the transaction, I will not use the
shareholders’ rights of the listed Company to manipulate or
instruct the listed Company or its directors, supervisors and
senior executives to make the listed Company provide or
23
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
accept funds, commodities, services or other assets under
inequal conditions or engage in any behaviors that would
damage the interests of the listed Company.
4. I will urge my close relatives and other companies,
enterprises or other economic organizations controlled by
myself and my close relatives to abide by the aforementioned
commitments.
5. If I, my close relatives and other companies, enterprises or
other economic organizations controlled by myself and my
close relatives violate the above commitments, the profits
obtained by the violation of commitments shall belong to the
listed Company, and I shall be liable for all losses caused to
the listed Company and its affiliates. Within 30 working days
since receiving the written notice from the listed Company,
compensation will be made in cash.
6. The commitments are valid from the date on which the
letter of commitment is signed to the time when I cease to be
the actual controller of Yaxia Auto and there is no other
related relationship with Yaxia Auto.
1. After the completion of transaction, during the period of
being the actual controller/shareholder, I, my close relatives
and other companies, enterprises or other economic
organizations controlled by myself, my close relatives,
Aerospace Industry or Offcn Partnership, will try to avoid and
reduce the related-party transactions with the listed Company
and its affiliates.
2. After the completion of transaction, for the related-party
transactions which are unavoidable or reasonable to happen
Letter of with the listed Company and its affiliates, myself, my close
Commitm relatives and other companies, enterprises or economic
organizations controlled by myself and my close relatives,
ent on Aerospace Industry or Offcn Partnership, will sign
reducing related-party transaction agreements with the listed Company
Wang
and its affiliates in accordance with the relevant laws,
Zhendong, and Under
regulations and regulatory documents and follow the general
Aerospace April 27, Long-ter normal
regulating business principles of equality, willingness, equivalence and
Industry, 2018 m implement
paid-use. The prices of related-party transactions shall be fair.
Offcn related-pa ation
Decision-making procedures, lawful information disclosure
Partnership
rty obligations and relevant reporting and approval procedures
regarding the related-party transactions, shall be followed.
transactio The status of shareholders shall not be used to damage the
ns legitimate rights and interests of the listed Company and other
shareholders.
3. After the completion of the transaction, I/Aerospace
Industry/Offcn Partnership will not use the shareholders ’
rights of the listed Company to manipulate or instruct the
listed Company or the directors, supervisors and senior
executives of the listed Company to make the listed Company
provide or accept funds, commodities, services or other assets
in different forms under unequal conditions or engage in any
behaviors that would damage the interests of the listed
Company.
24
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
I/Aerospace Industry/Offcn Partnership shall be liable for all
losses caused to the listed Company and its affiliates due to
my/Aerospace Industry ’ s/Offcn Partnership ’ s failures in
fulfilling the aforementioned commitments.
Whether the
commitments
Yes
are fulfilled
on schedule
Section IV. Financial assets investment
1. Securities investment
□ Applicable √ Not applicable
There was no securities investment during the reporting period.
2. Derivatives investment
□ Applicable √ Not applicable
There was no derivatives investment during the reporting period.
Section V. Progress of the funded investment project(s)
□ Applicable √ Not applicable
Section VI. Prediction on annual business performance of the year 2020
Alarm and explanations on that the cumulative net profit from the beginning of the year to the end of the next
reporting period may be a loss or have a significant change compared with the same period of last year.
□ Applicable √ Not applicable
Section VII. Significant contracts of daily operations
□ Applicable √ Not applicable
Section VIII. Entrusted financing
√ Applicable □ Not applicable
Unit: 10 thousands RMB
Source of entrusted Amount of entrusted Amount not recovered
Type Unexpired balance
financing financing after the due date
Bank financial
Self-owned fund 730,064.8 395,326.1 0
products
Brokerage financial
Self-owned fund 8,000 0 0
products
Trust financial Self-owned fund 519,953 27,000 0
25
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
products
Total 1,258,017.8 422,326.1 0
Particulars of high-risk entrusted financial management with a large single amount, low security, poor liquidity or
no capital protection
□ Applicable √ Not applicable
Entrusted financing is overdue and the principal cannot be recovered or there are other cases that may cause
impairments.
□ Applicable √ Not applicable
Section IX. External guarantee violating regulations
□ Applicable √ Not applicable
There was no external guarantee violating regulations during the reporting period of the Company.
Section X. Capital of the listed Company used for non-operational purposes by the controlling
shareholders or their related parties
□ Applicable √ Not applicable
There was no occupation of the Company’s capital by the controlling shareholders or their related parties for
non-operating purposes during the reporting period of the Company.
Sction XI. Registration form(s) of activities including reception of research, communication or
interviews during the reporting period
□ Applicable √ Not applicable
There was no reception of research, communication or interviews during the reporting period of the Company.
26
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Chapter IV. Financial Statements
Section I. Financial statements
1. Consolidated balance sheet
Company: Offcn Education Technology Co., Ltd.
September 30, 2020
Unit: RMB
Item September 30, 2020 December 31, 2019
Current Assets:
Cash and cash equivalents 5,069,423,730.49 2,724,335,001.58
Settlement reserve
Due from banks and other
financial institutions
Financial assets held for trading 4,123,307,227.54 1,754,396,227.54
Derivative Financial assets
Notes Receivable
Accounts Receivable 20,252,907.35 2,721,638.09
Financing receivables
Prepayments 5,734,527.16 2,461,009.00
Premium receivable
Reinsurance premium receivable
Reserve receivable for
reinsurance
Other receivables 276,857,922.57 255,013,296.96
Inc: Interest receivables 5,104,477.73 567,341.68
Dividends receivables
Financial assets purchased under
resale agreements
Inventories
Contract assets
Held-for-sale assets
Non-current assets due within
1,959,426,969.04
one year
Other current assets 179,404,189.50 97,336,600.16
27
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Total current assets 11,634,407,473.65 4,836,263,773.33
Non-current assets:
Loans and advances
Debt investments 20,000,000.00 1,923,598,909.09
Other debt investments
Long-term receivables
Long-term equity investments
Other equity instruments 162,800,000.00 162,800,000.00
Other non-current financial
138,166,559.96 138,166,559.96
assets
Investment properties 673,644,955.82 688,475,053.53
Fixed assets 866,069,135.46 672,429,601.44
Construction in progress 838,185,436.29 653,580,160.32
Bearer biological assets
Oil and gas assets
Right-of-use assets
Intangible assets 192,463,617.08 197,507,227.40
Development expenditure
Goodwill 99,867,720.38 99,867,720.38
Long-term prepaid expenses 213,978,303.65 240,565,962.02
Deferred tax assets 11,310,880.26 21,482,832.13
Other non-current assets 500,359,990.69 325,967,628.34
Total Non-current Assets 3,716,846,599.59 5,124,441,654.61
Total Assets 15,351,254,073.24 9,960,705,427.94
Current liabilities:
Short-term borrowings 3,228,000,000.00 2,867,000,000.00
Borrowings from central bank
Placement from banks and other
financial institutions
Financial liabilities held for
trading
Derivative Financial liabilities
Notes payable
Accounts payable 124,596,162.88 236,481,990.86
Receipts in advance 2,634,276,203.88
28
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Contract liabilities 7,410,923,947.05
Financial assets sold under
repurchase agreements
Absorbing deposit and deposit in
inter-bank market
Customer deposits for trading in
securities
Amounts due to issuer for
securities underwriting
Employee benefits payable 602,771,357.67 411,475,636.03
Taxes payable 253,433,295.83 184,306,027.84
Other payables 105,020,152.13 88,693,411.98
Inc: Interest payables 14,224,814.22 4,521,557.54
Dividends payables
Fees and commissions payable
Reinsurance amounts payable
Held-for-sale liabilities
Non-current liabilities due
within one year
Other current liabilities 222,327,718.41
Total Current Liabilities 11,947,072,633.97 6,422,233,270.59
Non-current Liabilities:
Deposits for insurance contracts
Long-term borrowings
Bonds payable
Inc: preferred share
Perpetual bond
Lease liabilities
Long-term payables
Long-term employee benefits
payable
Provisions
Deferred Income
Deferred tax liabilities 105,031,118.33 106,932,273.03
Other non-current liabilities
Total non-current liabilities 105,031,118.33 106,932,273.03
29
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Total liabilities 12,052,103,752.30 6,529,165,543.62
Owners' equity:
Share capital 103,807,623.00 103,807,623.00
Other equity instrument
Inc: preferred share
Perpetual bond
Capital reserve 1,225,481,049.50 1,198,581,049.50
Less: Treasury stock
Other comprehensive income 37,500,000.00 37,500,000.00
Special reserve
Surplus reserve 45,000,000.00 45,000,000.00
General risk reserve
Retained earnings 1,887,374,888.29 2,046,657,231.32
Total owners'equity attributable to
3,299,163,560.79 3,431,545,903.82
parent company
Minority interests -13,239.85 -6,019.50
Total owners’ equity 3,299,150,320.94 3,431,539,884.32
Total liabilities and owners’ equity 15,351,254,073.24 9,960,705,427.94
Legal representative: Wang Zhendong Person in charge of accounting work: Shi Lei Head of the accounting department: Luo Xue
2. Balance sheet of the parent company
Unit: RMB
Item September 30, 2020 December 31, 2019
Current Assets:
Cash and cash equivalents 5,766,823.16 6,931,803.33
Financial assets held for trading 1,601,681.64 101,681.64
Derivative financial assets
Notes receivable
Accounts receivable 10,887,569.17
Financing receivables
Prepayments
Other receivables 677,572,345.68 1,717,949,520.99
Inc: interest receivables
Dividends receivables 1,700,000,000.00
Inventories
30
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Contract assets
Held-for-sale assets
Non-current assets due within
one year
Other current assets 930,179.30
Total current assets 696,758,598.95 1,724,983,005.96
Non-current assets:
Debt investments
Other debt investments
Long-term receivables
Long-term equity investments 18,582,307,907.14 18,582,307,907.14
Other equity instruments 162,800,000.00 162,800,000.00
Other non-current financial
assets
Investment properties 387,476,257.91 395,978,156.15
Fixed assets
Construction in progress 372,569,103.57 72,569,103.57
Bearer biological assets
Oil and gas assets
Right-of-use assets
Intangible assets
Development expenditure
Goodwill
Long-term prepaid expenses
Deferred tax assets 10,948,186.11 10,804,928.62
Other non-current assets
Total non-current assets 19,516,101,454.73 19,224,460,095.48
Total assets 20,212,860,053.68 20,949,443,101.44
Current liabilities:
Short-term borrowings 800,000,000.00
Financial liabilities held for
trading
Derivative Financial liabilities
Notes payable
Accounts payable 561,752.26 561,752.26
31
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Receipts in advance
Contract liabilities
Employee benefits payable
Taxes payable 1,190,410.34 791,191.77
Other payables 7,652,009.31 40,275,566.88
Inc: Interest payables 957,000.00
Dividends payables
Held-for-sale liabilities
Non-current liabilities due
within one year
Other current liabilities
Total current liabilities 809,404,171.91 41,628,510.91
Non-current liabilities:
Long-term borrowings
Bonds payable
Inc: preferred share
Perpetual bond
Lease liabilities
Long-term payables
Long-term employee benefits
payable
Provisions
Deferred income
Deferred tax liabilities 12,500,420.41 12,500,420.41
Other non-current liabilities
Total non-current liabilities 12,500,420.41 12,500,420.41
Total liabilities 821,904,592.32 54,128,931.32
Owners’ equity:
Share capital 6,167,399,389.00 6,167,399,389.00
Other equity instrument
Inc: preferred share
Perpetual bond
Capital reserve 12,775,326,370.33 12,775,326,370.33
Less: Treasury stock
Other comprehensive income 37,500,000.00 37,500,000.00
32
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Special reserve
Surplus reserve 387,458,806.65 387,458,806.65
Retained earnings 23,270,895.38 1,527,629,604.14
Total owners’ equity 19,390,955,461.36 20,895,314,170.12
Total liabilities and owners’ equity 20,212,860,053.68 20,949,443,101.44
3. Consolidated profit statement for the reporting period
Unit: RMB
Item Amount for the current period Amount for the previous period
I.Total revenue 4,630,989,349.21 2,521,688,418.01
Inc: Revenue 4,630,989,349.21 2,521,688,418.01
Interest income
Insurance gained
Fee and commission income
II. Total operating costs 3,019,768,100.60 2,042,255,143.77
Inc: Cost of revenue 1,619,290,590.57 1,065,755,848.75
Interest expenses
Fee and commission expenses
Cash surrender value
Net amount of expense of compensation
Net amount of withdrawal of insurance
contract reserve
Bonus expense of guarantee slip
Reinsurance expenses
Taxes and surcharges 3,555,293.06 11,363,875.26
Selling and marketing 577,293,364.56 405,619,023.15
General and administrative expenses 383,190,228.80 328,939,780.61
Research and development expenses 272,338,825.62 207,753,576.34
Financial expenses 164,099,797.99 22,823,039.66
Inc:Interest expenses 43,003,356.67 27,288,799.46
Interest income 9,009,075.02 20,145,598.82
Add: Other income 136,961,906.40 269,801.65
Investment income (Losses are indicated
58,777,147.46 72,781,468.62
by "-")
Inc: Income from investments in associates
33
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
and joint ventures
The termination of income
recognition for financial assets
measured by amortized cost (Loss is
indicated by “-”)
Exchange income (Loss is indicated by
“-”)
Net exposure hedging income (Loss is
indicated by “-”)
Gains from changes in fair values (Loss is
indicated by "-")
Impairment losses of creditability (Loss is
-612,214.97
indicated by "-")
Impairment losses of assets (Loss is
indicated by "-")
Income from assets disposal (Loss is
-16,145.38
indicated by "-")
III. Operating profit (Loss is indicated by "-") 1,806,348,087.50 552,468,399.13
Add: Non-operating income 1,255,543.92
Less: Non-operating expenses 363,846.30 1.02
IV. Total profit (Total Loss is indicated by "-") 1,805,984,241.20 553,723,942.03
Less: Income tax expenses 252,065,622.62 87,887,105.17
V. Net profit (Net loss is indicated by "-") 1,553,918,618.58 465,836,836.86
1. Classified by continuing/discontinuing
operation
(1) Net profit from continuing operations (Net
1,553,918,618.58 465,836,836.86
loss is indicated by "-")
(2) Net profit from discontinued operations
(Net loss is indicated by"-")
2. Classified by ownership
(1) Net profit attributable to owners of the
1,553,920,155.49 465,837,656.14
Company
(2) Minority shareholders’ gains and losses -1,536.91 -819.28
VI:Other comprehensive income after tax
Net other comprehensive income after tax
attributable to controlling interest
1. Other comprehensive income not reclassified
into gains or losses
34
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
(1) Changes of the defined benefit plans
that re-measured
(2) Under the equity method, the share
of other comprehensive income not
reclassified into gains or losses
(3) Changes in the fair value of other
equity instruments
(4) Change in fair value of the
enterprise’s own credit risk
(5) Others
2. Other comprehensive income classified into
gains or losses
(1) Under the equity method, the share
of other comprehensive income which
can be reclassified into gains or losses
(2) Changes in the fair value of other
debt instruments
(3) Amount of financial assets
reclassified to other comprehensive
income
(4) Credit impairment provision for
other debt investment
(5) Cash flow hedging reserve
(6) Conversion difference of foreign
currency financial statements
(7) Others
Net after-tax of other comprehensive income
attributable to minority shareholders
VII. Total comprehensive income 1,553,918,618.58 465,836,836.86
Total comprehensive income attributable to
1,553,920,155.49 465,837,656.14
owners of the Company
Total comprehensive income attributable to
-1,536.91 -819.28
minority interests
VIII. Earnings per share
1. Basic earnings per share 0.25 0.08
2. Diluted earnings per share 0.25 0.08
If a business combination under the same control occurs in this period, the net profit realized by the combined party before the
combination is RMB 0.00 and in the previous period is RMB 0.00.
35
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Legal representative: Wang Zhendong Person in charge of accounting: Shi Lei Head of the accounting department: Luo Xue
4. Profit statement of the parent company for the reporting period
Unit: RMB
Item Amount for the current period Amount for the previous period
I. Revenue 3,638,285.45 3,638,285.43
Less: Cost of revenue 2,833,966.13 2,831,674.88
Taxes and surcharges 1,043,887.94 1,073,115.58
Selling and marketing
General and administrative expenses 340,832.27 848,474.90
Research and development expenses
Financial expenses 9,781,325.12 960.04
Inc:Interest expenses 9,782,666.66
Interest income 89,668.69 310.46
Add: Other income
Investment income (Loss is indicated by
249,600.00
"-")
Inc: Income from investments in
associates and joint ventures
The termination of income
recognition for financial assets
measured by amortized cost(Loss is
indicated by “-”)
Net exposure hedging income (Loss is
indicated by “-”)
Gains from changes in fair values (Loss is
indicated by "-")
Impairment losses of creditability (Loss is
-191,009.99
indicated by "-")
Impairment losses of assets(Loss is
indicated by "-")
Income from assets disposal (Loss is
indicated by “-”)
II. Operating profit (Loss is indicated by "-") -10,303,136.00 -1,115,939.97
Add: Non-operating income
Less: Non-operating expenses
36
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
III. Total profit (Total loss is indicated by "-") -10,303,136.00 -1,115,939.97
Less: Income tax expenses -47,752.50
IV. Net profit (Net loss is indicated by "-") -10,255,383.50 -1,115,939.97
1. Net profit from continuing operations (Net
-10,255,383.50 -1,115,939.97
loss is indicated by "-")
2. Net profit from discontinued operations (Net
loss is indicated by"-")
V. Other comprehensive income after tax
1. Other comprehensive income not reclassified
into gains or losses
(1) Changes of the defined benefit
plans that re-measured
(2) Under the equity method, the share
of other comprehensive income not
reclassified into gains or losses
(3) Changes in the fair value of other
equity instruments
(4) Change in fair value of the
enterprise’s own credit risk
(5) Others
2. Other comprehensive income classified into
gains or losses
(1) Under the equity method, the share
of other comprehensive income which
can be reclassified into gains or losses
(2) Changes in the fair value of other
debt instruments
(3) Amount of financial assets
reclassified to other comprehensive
income
(4) Credit impairment provision for
other debt investment
(5) Cash flow hedging reserve
(6) Conversion difference of foreign
currency financial statements
(7) Others
VI. Total comprehensive income -10,255,383.50 -1,115,939.97
VII. Earnings per share
37
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
1. Basic earnings per share
2. Diluted earnings per share
5. Consolidated profit statement (from beginning of the year to end of the reporting period)
Unit: RMB
Item Amount for the current period Amount for the previous period
I.Total revenue 7,438,969,829.81 6,159,107,933.49
Inc: Revenue 7,438,969,829.81 6,159,107,933.49
Interest income
Insurance gained
Fee and commission income
II. Total operating costs 6,264,315,976.76 5,140,860,641.89
Inc: Cost of revenue 3,071,901,770.96 2,611,044,308.31
Interest expenses
Fee and commission expenses
Cash surrender value
Net amount of expense of
compensation
Net amount of withdrawal of
insurance contract reserve
Bonus expense of guarantee slip
Reinsurance expenses
Taxes and surcharges 9,832,926.10 43,197,122.47
Selling and marketing 1,278,110,818.48 1,080,932,122.44
General and administrative expenses 902,149,682.94 828,570,826.52
Research and development expenses 655,566,356.63 511,783,733.85
Financial expenses 346,754,421.65 65,332,528.30
Inc:Interest expenses 128,133,368.78 74,213,689.89
Interest income 11,898,982.50 57,868,274.95
Add: Other income 221,416,613.84 500,478.07
Investment income (Loss is indicated
187,595,273.90 126,753,395.24
by "-")
Inc: Income from investments in
associates and joint ventures
The termination of income
38
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
recognition for financial assets
measured by amortized cost(Loss
is indicated by “-”)
Exchange income (Loss is indicated by
“-”)
Net exposure hedging income (Loss is
indicated by "-")
Gains from changes in fair values
(Loss is indicated by "-")
Impairment losses of creditability
-1,382,976.76
(Loss is indicated by "-")
Impairment losses of assets (Loss is
indicated by "-")
Income from assets disposal (Loss is
162,043.59 182,662.36
indicated by "-")
III. Operating profit (Loss is indicated by "-") 1,582,444,807.62 1,145,683,827.27
Add: Non-operating income 20,148.00 2,820,715.78
Less: Non-operating expenses 457,348.58 82,997.55
IV. Total profit (Total Loss is indicated by "-") 1,582,007,607.04 1,148,421,545.50
Less: Income tax expenses 261,121,317.06 189,559,243.49
V. Net profit (Net loss is indicated by "-") 1,320,886,289.98 958,862,302.01
1. Classified by continuing/discontinuing
operation
(1) Net profit from continuing operations
1,320,886,289.98 958,862,302.01
(Net loss is indicated by "-")
(2) Net profit from discontinued operations
(Net loss is indicated by"-")
2. Classified by ownership
(1) Net profit attributable to owners of the
1,320,893,510.33 958,863,121.29
Company
(2) Minority shareholders’ gains and losses -7,220.35 -819.28
VI:Other comprehensive income after tax
Net other comprehensive income after tax
attributable to controlling interest
1. Other comprehensive income not
reclassified into gains or losses
(1) Changes of the defined benefit
plans that re-measured
39
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
(2) Under the equity method, the
share of other comprehensive
income not reclassified into gains or
losses
(3) Changes in the fair value of
other equity instruments
(4) Change in fair value of the
enterprise’s own credit risk
(5) Others
2. Other comprehensive income classified
into gains or losses
(1) Under the equity method, the
share of other comprehensive
income which can be reclassified
into gains or losses
(2) Changes in the fair value of
other debt instruments
(3) Amount of financial assets
reclassified to other comprehensive
income
(4) Credit impairment provision for
other debt investment
(5) Cash flow hedging reserve
(6) Conversion difference of foreign
currency financial statements
(7) Others
Net after-tax of other comprehensive income
attributable to minority shareholders
VII. Total comprehensive income 1,320,886,289.98 958,862,302.01
Total comprehensive income attributable to
1,320,893,510.33 958,863,121.29
owners of the Company
Total comprehensive income attributable to
-7,220.35 -819.28
minority interests
VIII. Earnings per share
(1) Basic earnings per share 0.21 0.16
(2) Diluted earnings per share 0.21 0.16
If a business combination under the same control occurs in this period, the net profit realized by the combined party before the
combination is RMB 0.00 and in the previous period is RMB 0.00.
40
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Legal representative: Wang Zhendong Person in charge of accounting: Shi Lei Head of the accounting department: Luo Xue
6. Profit statement of the parent company (from the beginning of the year to end of the reporting period)
Unit: RMB
Item Amount for the current period Amount for the previous period
I. Revenue 10,914,856.31 10,914,856.29
Less: Cost of revenue 8,501,898.24 8,500,488.23
Taxes and surcharges 3,164,729.29 17,475,546.28
Selling and marketing
General and administrative expenses 3,271,489.33 12,769,860.71
Research and development expenses
Financial expenses 20,454,223.42 1,080.25
Inc:Interest expenses 20,486,445.83
Interest income 46,061.41 2,581.24
Add: Other income 474,801.04
Investment income (Loss is indicated
249,600.00 30,534.61
by "-")
Inc: Income from investments in
associates and joint ventures
The termination of income
recognition for financial assets
measured by amortized cost(Loss
is indicated by "-")
Net exposure hedging income (Loss is
indicated by "-")
Gains from changes in fair values
(Loss is indicated by "-")
Impairment losses of creditability
-573,029.96
(Loss is indicated by "-")
Impairment losses of assets (Loss is
indicated by "-")
Income from assets disposal (Loss is
indicated by "-")
II. Operating profit (Loss is indicated by "-") -24,326,112.89 -27,801,584.57
Add: Non-operating income
Less: Non-operating expenses
41
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
III. Total profit (Total loss is indicated by "-") -24,326,112.89 -27,801,584.57
Less: Income tax expenses -143,257.49
IV. Net profit (Net loss is indicated by "-") -24,182,855.40 -27,801,584.57
(1) Net profit from continuing operations
-24,182,855.40 -27,801,584.57
(Net loss is indicated by "-")
(2) Net profit from discontinued operations
(Net loss is indicated by"-")
V. Other comprehensive income after tax
1. Other comprehensive income not
reclassified into gains or losses
(1) Changes of the defined benefit
plans that re-measured
(2) Under the equity method, the
share of other comprehensive
income not reclassified into gains or
losses
(3) Changes in the fair value of
other equity instruments
(4) Change in fair value of the
enterprise’s own credit risk
(5) Others
2. Other comprehensive income classified
into gains or losses
(1) Under the equity method, the
share of other comprehensive
income which can be reclassified
into gains or losses
(2) Changes in the fair value of
other debt instruments
(3) Amount of financial assets
reclassified to other comprehensive
income
(4) Credit impairment provision for
other debt investment
(5) Cash flow hedging reserve
(6) Conversion difference of
foreign currency financial
statements
42
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
(7) Others
VI. Total comprehensive income -24,182,855.40 -27,801,584.57
VII. Earnings per share
1. Basic earnings per share
2. Diluted earnings per share
7. Consolidated cash flow statement (from beginning of the year to end of the reporting period)
Unit: RMB
Item Amount for the current period Amount for the previous period
I. Cash flows from operating activities:
Cash receipts from the sale of goods and the
12,630,977,793.14 8,330,180,757.44
rendering of services
Net increase in customer bank deposits and
due to banks and other financial institutions
Net increase in borrowings from central
bank
Net increase in placements from other
financial institutions
Premiums received from original insurance
contracts
Net cash received from reinsurance
Net increase in deposits from policyholders
Cash received from interests,fees and
commissions
Net increase in placements from banks and
other financial institutions
Net increase in repurchase business capital
Net cash from acting trading securities
Tax rebates received
Cash received relating to other operating
246,310,360.72 2,290,953.16
activities
Sub-total of cash inflows from operating
12,877,288,153.86 8,332,471,710.60
activities
Cash payments for goods purchased and
1,241,258,102.15 1,232,423,568.58
services received
Net increase in loans and advances to
43
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
customers
Net increase in deposits with central bank
and other financial institutions
Original insurance contract claims paid
Net increase in loans to banks and other
financial institutions
Cash paid for interest, fee and commission
Cash paid as policy dividend
Cash paid to and for employees 3,833,750,101.55 2,877,043,972.46
Cash paid for all types of taxes 200,151,843.84 424,466,382.02
Cash paid relating to other operating
884,298,006.27 755,878,077.76
activities
Sub-total of cash outflows from operating
6,159,458,053.81 5,289,812,000.82
activities
Net cash flow from operating activities 6,717,830,100.05 3,042,659,709.78
II. Cash flows from investing activities:
Cash receipts from disposals and recovery
25,895,487,090.00 18,199,290,000.00
of investments
Cash receipts from investment income 132,306,688.95 135,682,859.12
Net cash receipts from disposals of fixed
assets, intangible assets and other long-term 162,043.59
assets
Net cash receipts from disposals of
subsidiaries and other business units
Cash received relating to other investing
activities
Sub-total of cash inflows from investing
26,027,955,822.54 18,334,972,859.12
activities
Cash payments to acquire or construct fixed
assets, intangible assets and other long-term 897,559,659.37 516,034,598.11
assets
Cash paid for investment 28,265,198,090.00 19,445,620,000.00
Net increase in pledged loans receivables
Net cash payments for acquisitions of
subsidiaries and other business units
Cash paid relating to other investing
activities
44
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Sub-total of cash outflows from investing
29,162,757,749.37 19,961,654,598.11
activities
Net cash flow from investing activities -3,134,801,926.83 -1,626,681,738.99
III. Cash flows from financing activities:
Cash received from investors
Inc: cash receipts from capital contributions
from minority owners of subsidiaries
Cash from borrowings 3,002,000,000.00 986,698,800.00
Cash received relating to other financing
activities
Sub-total of cash inflows from financing
3,002,000,000.00 986,698,800.00
activities
Cash repayments of borrowings 2,641,000,000.00 496,698,800.00
Cash payments for distribution of dividends
1,598,605,965.46 1,475,449,057.25
or profits or settlement of interest expenses
Inc: payments for distribution of dividends
or profits to minority owners of subsidiaries
Cash paid relating to other financing
333,478.85 320,723.05
activities
Sub-total of cash outflows from financing
4,239,939,444.31 1,972,468,580.30
activities
Net cash flow from financing activities -1,237,939,444.31 -985,769,780.30
IV. Effect of foreign exchange rate changes on
cash and cash equivalents
V. Net increase in cash and cash equivalents 2,345,088,728.91 430,208,190.49
Add: Initial cash and cash equivalents
2,724,335,001.58 648,711,545.32
balance
VI. The final cash and cash equivalents balance 5,069,423,730.49 1,078,919,735.81
8. Cash flow statement of the parent company (from beginning of the year to end of the reporting period)
Unit: RMB
Item Amount for the current period Amount for the previous period
I. Cash flows from operating activities:
Cash receipts from the sale of goods and the
rendering of services
Tax rebates received
45
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Cash received relating to other operating
1,765,726.02 544,070,513.56
activities
Sub-total of cash inflows from operating
1,765,726.02 544,070,513.56
activities
Cash payments for goods purchased and
services received
Cash paid to and for employees 895,723.48
Cash paid for all types of taxes 4,063,237.82 20,718,284.89
Cash paid relating to other operating
697,578,290.33 105,180,989.65
activities
Sub-total of cash outflows from operating
701,641,528.15 126,794,998.02
activities
Net cash flow from operating activities -699,875,802.13 417,275,515.54
II. Cash flows from investing activities:
Cash receipts from disposals and recovery of
23,960,000.00
investments
Cash receipts from investment income 1,700,249,600.00 1,550,030,534.61
Net cash receipts from disposals of fixed
assets, intangible assets and other long-term
assets
Net cash receipts from disposals of
subsidiaries and other business units
Cash received relating to other investing
activities
Sub-total of cash inflows from investing activities 1,700,249,600.00 1,573,990,534.61
Cash payments to acquire or construct fixed
assets, intangible assets and other long-term 300,000,000.00 11,929,500.00
assets
Cash paid for investment 1,500,000.00 24,060,000.00
Net cash payments for acquisitions of
subsidiaries and other business units
Cash paid relating to other investing
activities
Sub-total of cash outflows from investing
301,500,000.00 35,989,500.00
activities
Net cash flow from investing activities 1,398,749,600.00 1,538,001,034.61
III. Cash flows from financing activities:
Cash received from investors
46
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Cash from borrowings 800,000,000.00
Cash received relating to other financing
activities
Sub-total of cash inflows from financing
800,000,000.00
activities
Cash repayments of borrowings 216,000,000.00
Cash payments for distribution of dividends
1,499,705,299.19 1,738,432,883.87
or profits or settlement of interest expenses
Cash paid relating to other financing
333,478.85 1,503,370.80
activities
Sub-total of cash outflows from financing
1,500,038,778.04 1,955,936,254.67
activities
Net cash flow from financing activities -700,038,778.04 -1,955,936,254.67
IV. Effect of foreign exchange rate changes on
cash and cash equivalents
V. Net increase in cash and cash equivalents -1,164,980.17 -659,704.52
Add: Initial cash and cash equivalents
6,931,803.33 5,304,519.61
balance
VI. The final cash and cash equivalents balance 5,766,823.16 4,644,815.09
Section II. 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 income and lease since 2020
√ Applicable □ Not applicable
Whether items listed in the consolidated balance sheet at beginning of the year need to be adjusted
√ Yes □ No
Consolidated Balance Sheet
Unit: RMB
Item December 31, 2019 January 1, 2020 Adjustments
Current Assets:
Cash and cash equivalents 2,724,335,001.58 2,724,335,001.58
Settlement reserve
Due from banks and other
financial institutions
47
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Financial assets held for
1,754,396,227.54 1,754,396,227.54
trading
Derivative Financial assets
Notes Receivable
Accounts Receivable 2,721,638.09 2,721,638.09
Financing receivables
Prepayments 2,461,009.00 2,461,009.00
Premium receivable
Reinsurance premium
receivable
Reserve receivable for
reinsurance
Other receivables 255,013,296.96 255,013,296.96
Inc: Interest receivables 567,341.68 567,341.68
Dividends
receivables
Financial assets purchased
under resale agreements
Inventories
Contract assets
Held-for-sale assets
Non-current assets due
within one year
Other current assets 97,336,600.16 97,336,600.16
Total current assets 4,836,263,773.33 4,836,263,773.33
Non-current assets:
Loans and advances
Debt investments 1,923,598,909.09 1,923,598,909.09
Other debt investments
Long-term receivables
Long-term equity
investments
Other equity instruments 162,800,000.00 162,800,000.00
Other non-current financial
138,166,559.96 138,166,559.96
assets
Investment properties 688,475,053.53 688,475,053.53
48
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Fixed assets 672,429,601.44 672,429,601.44
Construction in progress 653,580,160.32 653,580,160.32
Bearer biological assets
Oil and gas assets
Right-of-use assets
Intangible assets 197,507,227.40 197,507,227.40
Development expenditure
Goodwill 99,867,720.38 99,867,720.38
Long-term prepaid
240,565,962.02 240,565,962.02
expenses
Deferred tax assets 21,482,832.13 21,482,832.13
Other non-current assets 325,967,628.34 325,967,628.34
Total non-current assets 5,124,441,654.61 5,124,441,654.61
Total assets 9,960,705,427.94 9,960,705,427.94
Current liabilities:
Short-term borrowings 2,867,000,000.00 2,867,000,000.00
Borrowings from central
bank
Placement from banks and
other financial institutions
Financial liabilities held for
trading
Derivative Financial
liabilities
Notes payable
Accounts payable 236,481,990.86 236,481,990.86
Receipts in advance 2,634,276,203.88 -2,634,276,203.88
Contract liabilities 2,557,549,712.50 2,557,549,712.50
Financial assets sold under
repurchase agreements
Absorbing deposit and
deposit in inter-bank
market
Customer deposits for
trading in securities
Amounts due to issuer for
49
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
securities underwriting
Employee benefits payable 411,475,636.03 411,475,636.03
Taxes payable 184,306,027.84 184,306,027.84
Other payables 88,693,411.98 88,693,411.98
Inc: Interest payables 4,521,557.54 4,521,557.54
Dividends
payables
Fees and commissions
payable
Reinsurance amounts
payable
Held-for-sale liabilities
Non-current liabilities due
within one year
Other current liabilities 76,726,491.38 76,726,491.38
Total current liabilities 6,422,233,270.59 6,422,233,270.59
Non-current liabilities:
Deposits for insurance
contracts
Long-term borrowings
Bonds payable
Inc: preferred share
Perpetual bond
Lease liabilities
Long-term payables
Long-term employee
benefits payable
Provisions
Deferred Income
Deferred tax liabilities 106,932,273.03 106,932,273.03
Other non-current liabilities
Total non-current liabilities 106,932,273.03 106,932,273.03
Total liabilities 6,529,165,543.62 6,529,165,543.62
Owners' equity:
Share capital 103,807,623.00 103,807,623.00
Other equity instrument
50
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Inc: preferred share
Perpetual bond
Capital reserve 1,198,581,049.50 1,198,581,049.50
Less: Treasury stock
Other comprehensive
37,500,000.00 37,500,000.00
income
Special reserve
Surplus reserve 45,000,000.00 45,000,000.00
General risk reserve
Retained earnings 2,046,657,231.32 2,046,657,231.32
Total owners'equity attributable
3,431,545,903.82 3,431,545,903.82
to parent company
Minority interests -6,019.50 -6,019.50
Total owners’ equity 3,431,539,884.32 3,431,539,884.32
Total liabilities and owners’
9,960,705,427.94 9,960,705,427.94
equity
Explanation on the adjustments
Part of the item “receipts in advance” is adjusted to the item “contract liabilities” in accordance with the new revenue standard.
Balance sheet of the parent company
Unit: RMB
Item December 31, 2019 January 1, 2020 Adjustments
Current Assets:
Cash and cash equivalents 6,931,803.33 6,931,803.33
Financial assets held for
101,681.64 101,681.64
trading
Derivative financial assets
Notes receivable
Accounts receivable
Financing receivables
Prepayments
Other receivables 1,717,949,520.99 1,717,949,520.99
Inc: interest receivables
Dividends
1,700,000,000.00 1,700,000,000.00
receivables
Inventories
51
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Contract assets
Held-for-sale assets
Non-current assets due
within one year
Other current assets
Total current assets 1,724,983,005.96 1,724,983,005.96
Non-current assets:
Debt investments
Other debt investments
Long-term receivables
Long-term equity
18,582,307,907.14 18,582,307,907.14
investments
Other equity instruments 162,800,000.00 162,800,000.00
Other non-current
financial assets
Investment properties 395,978,156.15 395,978,156.15
Fixed assets
Construction in progress 72,569,103.57 72,569,103.57
Bearer biological assets
Oil and gas assets
Right-of-use assets
Intangible assets
Development expenditure
Goodwill
Long-term prepaid
expenses
Deferred tax assets 10,804,928.62 10,804,928.62
Other non-current assets
Total non-current assets 19,224,460,095.48 19,224,460,095.48
Total assets 20,949,443,101.44 20,949,443,101.44
Current liabilities:
Short-term borrowings
Financial liabilities held for
trading
Derivative financial
52
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
liabilities
Notes payable
Accounts payable 561,752.26 561,752.26
Receipts in advance
Contract liabilities
Employee benefits payable
Taxes payable 791,191.77 791,191.77
Other payables 40,275,566.88 40,275,566.88
Inc: Interest payables
Dividends
payables
Held-for-sale liabilities
Non-current liabilities due
within one year
Other current liabilities
Total current liabilities 41,628,510.91 41,628,510.91
Non-current liabilities:
Long-term borrowings
Bonds payable
Inc: preferred share
Perpetual bond
Lease liabilities
Long-term payables
Long-term employee
benefits payable
Provisions
Deferred Income
Deferred tax liabilities 12,500,420.41 12,500,420.41
Other non-current liabilities
Total non-current liabilities 12,500,420.41 12,500,420.41
Total liabilities 54,128,931.32 54,128,931.32
Owners’ equity:
Share capital 6,167,399,389.00 6,167,399,389.00
Other equity instrument
Inc: preferred share
53
Offcn Education Technology Co., Ltd. Third Quarter 2020 Report
Perpetual bond
Capital reserve 12,775,326,370.33 12,775,326,370.33
Less: Treasury stock
Other comprehensive
37,500,000.00 37,500,000.00
income
Special reserve
Surplus reserve 387,458,806.65 387,458,806.65
Retained earnings 1,527,629,604.14 1,527,629,604.14
Total owners’ equity 20,895,314,170.12 20,895,314,170.12
Total liabilities and owners’
20,949,443,101.44 20,949,443,101.44
equity
2. Description of retroactive adjustment of comparative data in the early stage by the new revenue
standard and the new lease standard initially implemented since 2020
□ Applicable √ Not Applicable
Section III. Auditor’s report
Whether this Third Quarter 2020 Report has been audited
□ Yes √ No
The Company’s Third Quarter 2020 Report has not been audited.
54
