OFFCN EDUCATION TECHNOLOGY CO., LTD. 2021 Semi-Annual Report Stock Code: 002607 Stock Abbr.: OFFCN EDU August, 2021 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 1 Important Notes, Contents and Definitions The Company’s Board of Directors, Supervisory Committee, directors, supervisors, and senior management hereby guarantee that the contents of the annual report are true, accurate, and complete, and that there are no misrepresentations, misleading statements, or material omissions, and shall assume individual and joint legal liabilities. Wang Zhendong, the Company’s legal representative, Shi Lei, head in charge of accounting and Luo Xue, head of the accounting department (Accounting supervisor), declare that they warrant the truthfulness, accuracy and completeness of the financial report in the annual report. All directors attended the board meeting for reviewing this report. The forward-looking statements on future plans and development strategies involved in this report do not constitute a substantial commitment to investors. The possible risks have been detailed in Chapter 3 “Management Discussion and Analysis ” of this report. Please pay attention to the potential investment risks. The Company plans not to distribute cash dividends, bonus shares, nor to increase share capital by converting capital reserve. The Company’s 2021 Semi-Annual 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. 2 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Contents Chapter 1 Important Notes, Contents and Definitions................................................................ 2 Chapter 2 Corporate Profile & Key Financial Indicators........................................................... 7 Chapter 3 Management Discussion and Analysis.......................................................................10 Chapter 4 Corporate Governance................................................................................................30 Chapter 5 Environmental and social responsibilities.................................................................31 Chapter 6 Significant Events........................................................................................................ 32 Chapter 7 Share Changes and Shareholders.............................................................................. 54 Chapter 8 Preferred Shares.......................................................................................................... 60 Chapter 9 Corporate Bonds..........................................................................................................61 Chapter 10 Financial Statements................................................................................................. 62 3 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Documents Available for Reference I. The full text of 2021 Semi-Annual Report signed by Wang Zhendong, the Company’s legal representative. II. The financial statement signed and sealed by the legal representative of the Company, the person in charge of accounting work and the person in charge of accounting department (accounting supervisor). III. The original copies of all the documents of the Company which have been disclosed in newspapers designated by the China Securities Regulatory Commission during the reporting period. IV. Other relevant documents. The place where the above-mentioned documents are maintained: the office of the Company’s Secretary of the Board of Directors. 4 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Definitions Term(s) Definition The listed Company, The Company, Offcn Education Technology Co., Ltd. Offcn Edu The Counterparty, Li Yongxin and Lu Zhongfang, Li Yongxin, Wang Zhendong, Aerospace Industry, Guangyin Venture, Kerui other 10 Counterparties, All Technology Innovation, Guo Shihong, Liu Bin, Zhang Yongsheng, Yang Shaofeng, Zhang Shareholders of Offcn Ltd. Zhi’an Base on the assessment, Yaxia Auto takes all assets and liabilities other than retained assets as the exchange-out assets to swap the equivalent portion of 100% equity of Offcn which held by Li Yongxin and other 10 counterparties, and the swapping deficiency is settled by This major assets restructuring, issuance of Yaxia Auto shares according to the proportion of shareholding. At the same time, This transaction, Yaxia Industrial transfers 80,000,000 and 72,696,561 Yaxia Auto shares to Offcn Partnership This restructuring and Li Yongxin respectively. All shareholders of Offcn entrust Yaxia Auto to directly deliver the exchange-out assets to Yaxia Industrial or its designated third party as the consideration for the transfer of 80,000,000 shares to Offcn Partnership, and Li Yongxin offers RMB1 billion in cash as the consideration for the transfer of 72,696,561 shares. Aerospace Industry Beijing Aerospace Industry Investment Fund (Limited Partnership) Guangyin Venture Beijing Guangyin Venture Capital Center (Limited Partnership) Kerui Technology Innovation Beijing Kerui Technology Innovation Investment Center (Limited Partnership) Beijing Offcn Future Information Consulting Center (Limited Partnership), established by Offcn Partnership all shareholders of Offcn Ltd. in accordance with the shareholdings ratio, which is used to undertake 80,000,000 shares of the listed Company transferred by Yaxia Industrial. Offcn Online Beijing Offcn Online Education Technology Co., Ltd. Performance Compensation Obligor, Lu Zhongfang, Li Yongxin, Wang Zhendong, Guo Shihong, Liu Bin, Zhang Yongsheng, Performance Commitment Person Yang Shaofeng, Zhang Zhi’an Yaxia Industrial Anhui Yaxia Industrial Co., Ltd.(the original controlling shareholder of the listed Company) Committed net profit attributable to shareholders of the parent company after deducting non- Committed net profit recurring profits and losses under the consolidated statement of any of the three fiscal years of Offcn Edu. The actual net profits attributable to shareholders of the parent company after deducting Actual net profits non-recurring profits and losses under the consolidated statements of any of the three fiscal years of Offcn Edu. Net profits after deducting The net profits attributable to the owner of the parent company after deducting non-recurring non-recurring profits and losses profits and losses under the consolidated statement. Offcn Ltd. Beijing Offcn Education Technology Co., Ltd. (predecessor: Beijing Offcn Education Predecessor of Beijing Offcn Technology Stock Co., Ltd.) Beijing Offcn 5 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Term(s) Definition Profit Forecast Compensation Agreement signed by Yaxia Auto and Lu Zhongfang, Li Profit Forecast Compensation Yongxin, Wang Zhendong, Guo Shihong, Liu Bin, Zhang Yongsheng, Yang Shaofeng, Agreement Zhang Zhi’an. CSRC China Securities Regulatory Commission Company Law Company Law of the People’s Republic of China Securities Law Securities Law of the People’s Republic of China Articles of Corporation Articles of Corporation of Offcn Education Technology Co., Ltd. Yuan, 10 thousand yuan, 100 million RMB yuan, RMB 10 thousand yuan, RMB 100 million yuan yuan The Accounting Standards for Business Enterprises No. 21 — Lease issued by the Ministry The New lease Standard of Finance in 2018 6 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 2 Corporate Profile & Key Financial Indicators Section I. Corporate profile Stock Abbreviation OFFCN EDU Stock Code 002607 Changed Stock Abbreviation (if any) / Listed Stock Exchange Shenzhen Stock Exchange Chinese Name of the Company 中公教育科技股份有限公司 Chinese Name Abbreviation of the Company 中公教育 English Name of the Company (if any) Offcn Education Technology Co., Ltd. English Name Abbreviation of the Company (if any) OFFCN EDU Legal Representative of the Company Wang Zhendong Section II. Contact information Board Secretary Securities Affairs Representative Name Gui Hongzhi Gu Pan Block B, Hanhua Century Mansion, No.23 Xueqing Road, Block B, Hanhua Century Mansion, No.23 Xueqing Address Haidian District, Beijing, China Road, Haidian District, Beijing, China Tel. 010-83433677 010-83433677 Fax 010-83433666 010-83433666 E-mail ir@offcn.com ir@offcn.com Section III. Other information 1. Company contact information Whether the Company’s registered address, office address and its postal code, website and/or email address changed during the reporting period □ Applicable √ Not applicable The Company’s registered address, office address and its postal code, website and email address remain the same during this reporting period. Details can be found in 2020Annual Report. 2. Location of information disclosure and storage Whether location of information disclosure and storage changed during the reporting period □ Applicable √ Not applicable The newspaper designated by the Company for information disclosure, website designated by CSRC for semi-annual report publishing, and storage location of this semi-annual report remain the same during the 7 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report reporting period. Details can be found in 2020 Annual Report. Section IV. 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 in current reporting Current reporting Same period of the period over same period of the period previous year previous year Revenue (RMB) 4,855,998,263.50 2,807,980,480.60 72.94% Net profit attributable to shareholders of the -97,162,509.03 -233,026,645.16 58.30% listed Company (RMB) Net profit attributable to shareholders of the listed Company after deducting -169,905,023.78 -367,542,382.83 53.77% non-recurring gains or losses (RMB) Net cash flow from operating activities -939,091,457.95 4,063,675,504.19 -123.11% (RMB) Basic earnings per share (RMB/share) -0.02 -0.04 50.00% Diluted earnings per share (RMB/share) -0.02 -0.04 50.00% Weighted average return on assets -2.30% -9.00% 6.70% Increase/decrease at the end of this End of current End of the previous reporting period over end of the reporting period year previous year Total assets (RMB) 14,170,766,300.30 14,418,850,027.27 -1.72% Total net assets attributable to shareholders 4,177,965,284.17 4,275,127,793.20 -2.27% of the listed Company (RMB) Section V. Differences of accounting data under domestic and overseas accounting standards 1. Differences between net profits and net assets disclosed in the financial reports under Chinese accounting standards and international accounting standards : □ Applicable √ Not applicable There is no difference between the net profits and net assets disclosed in the financial reports of the Company under Chinese accounting standards and international accounting standards during the reporting period. 2. Differences between net profits and net assets disclosed in the financial reports under Chinese accounting standards and overseas accounting standards: □ Applicable √ Not applicable 8 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report There is no difference between the net profits and net assets disclosed in financial reports of the Company under Chinese accounting standards and overseas accounting standards during the reporting period. Section VI. Items with non-recurring gains or losses and the amounts √ Applicable Not applicable Unit:RMB Items Amount Note Disposal gains or losses of non-current assets (including the offset -168,828.03 part of the provision for asset impairment) Government subsidies included in the current gains and losses (closely related to the business of the enterprise, except for 1,430,028.70 government subsidies that are fixed or quantified in accordance with national unified standards) Gains or losses from entrusting others to invest or manage assets 28,910,968.77 Gains and losses on changes in fair value arising from the possession of transactional financial assets, derivative financial assets, transactional financial liabilities, and derivative financial liabilities; and the investment income from the disposal of transactional financial 9,068,865.15 assets, derivative financial assets, transactional financial liabilities, derivative financial liabilities and other debt investments except the effective hedging business related to the Company’s normal business operations. Other non-operating income and expenses except for the items above -311,355.41 Other gains or losses items that meet the definition of non-recurring 45,101,048.40 gains and losses Less: Impact on income tax 11,288,212.83 Total 72,742,514.75 -- Provide explanations for classifying items of non-recurring gains and losses defined or listed in the Explanatory Announcement No. 1 for Public Company Information Disclosures – Non-recurring Gains and Losses as items of recurring gains and losses. □ Applicable √ Not applicable The Company does not classify any non-recurring gains and losses items that are defined or listed in the Explanatory Announcement No. 1 for Public Company Information Disclosures – Non-recurring Gains and Losses as items of recurring gains and losses during the reporting period. 9 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 3 Management Discussion and Analysis Section I. The Company’s main business during the reporting period 1. The main business, products and business model of the Company during the reporting period Offcn Edu is a leading full-category vocational education institution in China, and it is also the pioneer and leader in the field of public service recruitment examination training. the Company's main business covers three major sectors including recruitment examination training, vocational and academic qualification preparation, and vocational skills training. It provides more than 100 categories of comprehensive vocational training services. Offcn Edu mainly serves knowledge-based employment population including college students, university graduates, and various professionals, ranging from age 18 to 45. This huge group of hundreds of millions of people is spread throughout the country, cities and towns at all levels and in all walks of life. Employment and vocational ability improvement are their two core demands. Currently, The Company operates in more than 1,800 outlets across the country, covering more than 300 prefecture-level cities, and is rapidly expanding into thousands of counties and universities. Offcn Edu has a large-scale full-time R&D team of more than 3,000 people, a large-scale teacher team of more than 18,000 people, and a total staff of more than 45,000 people. Relying on outstanding team execution and nationwide vertical integration and rapid response capabilities, the Company has developed into an innovation-driven high-growth enterprise platform. 10 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 2.Overview of the industry and business environment (1) Greater progress has been made in education equity, and the “14th Five-Year Plan” has established new targets for investment in public services such as education and medical care. Equity in Education has become the main tone of current education reform. With the return of basic education to its nature of public products, this round of reforms will greatly promote the business expansion of training for teacher recruitment and teacher qualification certificate examinations. The “14th Five-Year Plan”requires education equality and quality to be greatly improved, higher education to be popularized, and more than 60 million new jobs to be created in cities and towns. In addition, 20,000 kindergartens will be built, renovated and expanded in order to increase enrollments by over 4 million for ordinary families. And more than 4,000 primary and secondary schools will be newly built, renovated and expanded. In terms of medical and health care, on the one hand, it is necessary to expand disease prevention and control bases and build national and regional medical centers. On the other hand, it is necessary to strive to upgrade 500 county-level hospitals to meet the facilities and service capabilities of top-tier hospitals. In terms of elderly care services, 500 districts and counties will be supported in building model community-home elderly care service network, about 300 training and convalescent institutions will be supported in transformation into inclusive elderly care institutions, and more nursing beds will be provided for about 1,000 public elderly care institutions. In terms of childcare services, 150 cities will be supported to develop childcare services with social resource, and more than 500,000 exemplary inclusive childcare enrollments will be added. In summary, the “14th Five-Year Plan” will further accelerate investment in public services and further quantify the indicators, which will strongly promote the sustainable growth of the recruitment sectors, especially teachers, medical and community services. (2) The pandemic has accelerated the elimination of industries, and large leading companies have further promoted the demand growth. For a long time, the vocational education industry has been filled with small and scattered companies and the market competition is in chaos. On the one hand, the supply of cost-effective and high-quality education products is severely insufficient, which depresses the educational demand, but on the other hand, there is a serious excess of homogenized production capacity. Vicious competition is widespread. Only large enterprises can break through 11 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report the difficulties and obstacles caused by the extreme fragmentation of the market. Through sufficient investment in core business such as teaching and research, channels, and management, brand-new and cost-effective products can be created, and huge potential demand can be dug out. By expanding business into various sectors and pushing each sector forward, a vocational education market field valued of tens of billions can be created. (3) Main industry characteristics and cyclical characteristics The industry of vocational education distributes vastly all over the country and demonstrates a significant long-tail effect. The demand of vocational education distributes vastly in every province and every city, especially in the prefecture-level cities and the counties. Almost every county has a vocational high school, and every prefecture-level city has vocational colleges. The recruitment demand of public employers as well mainly exists in prefecture-level cities and counties, which stimulates lots of local small training institutions and provides a wide space for the large scale players to expand their network of marketing channels. Meanwhile, the nationwide operation adds more difficulties to management on one hand, and lifts the barriers to competition on the other hand. The training for public services recruitment tests is seasonal. For students, the 1-2 years before or after graduation are the key period to take training classes for the recruitment tests. The national civil servant test takes place once a year, and the provincial examinations for each province basically take place once a year, while few provinces will have another joint examination to recruit civil servants in the second half year. The recruitment of public institution employees and teachers are carried out according to the needs of the provinces and cities, which are distributed in each month throughout the year uncertainly. The documents of recruitment plan are of a great amount. This seasonal fluctuation of recruitment has caused major growth bottlenecks for small and medium-sized training companies and has also provided large institutes with continuous motivation to constantly challenge the scale boundary. With the rapid increase in examination categories and business sectors, large enterprises will increasingly enjoy the results of scale effects and obtain a more sound resource allocation structure. In recent years, the momentum of recruitment examinations has switched to new areas such as public institutions, teachers and comprehensive recruitment, bringing the rapid concentration of market share into leading enterprises. (4) Trends of the industry’s future development 1) The status of vocational education in education system is increasing. 12 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report For a long time, China’s education system has been dominated by curricula education and the foundation of vocational education is relatively weak. There is a serious shortage of high-end skilled talents supply and in the future, the need for more “skilled craftsmen” and “great builders” will remain urgent. In recent years, China’s industrial structure is undergoing transformation and upgrading. The government has clearly proposed that great efforts will be made to promote the development of emerging industries with strategic importance, and the proportion of modern service industry will be further increased. With rapid changes in the industrial structure, the requirements from enterprises for the professional competence and comprehensive quality of technical personnel have gradually increased. New requirements for their practical ability have also been put forward. Traditional academic education can’t fully meet the new requirements. Besides, the government continues to enhance the efforts to develop vocational education. In addition to the pertinent documents, such as Decision of the State Council on Making Great Efforts to Develop Vocational Education published in 2005, and National Plan for Vocational Education Reform and China’s Education Modernization Plan 2035 published in 2019, the 2021 National Vocational Education Conference further emphasized that vocational education has a bright future and promising prospects in the new journey of building a modern socialist country in all respects, and put in an explicit request for accelerating the construction of a modern vocational education system, and cultivating more high-caliber technical and skilled professionals, thus promoting the status of vocational education in the whole education system from both the policy and institutional levels. 2)The continuous increase in the number of college graduates is an important indicator of the employment situation. Usually, a faster growing economy will bring a higher level of employment. In recent years, economic growth has slowed down, but the number of university graduates has continued to grow. It will reach 9.09 million this year, setting a new historical record. College graduates account for more than half of the annual demand of over 15 million new jobs, and the bonus period for the export of cheap rural labor has come to an end. The expansion of university enrollment has obviously and directly accelerated the arrival of the turning point. The labor shortage of farmer laborers coexists with the difficult employment of college graduates. The demand for training for public service recruitment examination continues to rise. In addition, aiming to maintain sustained economic growth, realize transformation and upgrading, and overcome the “middle-income trap”, it is urgently necessary to carry out industrial upgrading of middle and high-end vocational education in order to improve the vocational skills and professional literacy of knowledge-based employees. 3) The serious shortage of high-quality supply is the main contradiction that restricts the development of the vocational education industry. 13 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report At present, the foundation of vocational education is still weak. Due to the extremely low concentration of the industry and the limited number of large vocational education institutes and enterprises, the supply of high-quality vocational education is seriously insufficient. With the improvement of industry concentration and the continuous development of leading vocational education enterprises, core business elements such as R&D, management and marketing of vocational education will gradually break through the original boundaries of the industry, create high-quality and cost-effective supplies, drive demand-side volume with supply-side innovation and push the industry into a new track of rapid development. 4) The urbanization wave will promote the continuous improvement of public service and the number of employees of the public service sector will continue to expand. The process of urbanization is a key driver of the long-term impact on China’s employment market growth. At present, the urbanization rate has exceeded 60%. Urbanization will expand the public financial expenditure and the number of employees in the public service sector. China’s urbanization rate remains in a high-speed growth range of 30% to 70%. It is likely to continue to develop for nearly 20 years to achieve an urbanization rate of more than 80% in developed countries. Meanwhile, continuous urbanization may also lead to more seriously inadequate public service supply in cities, which will also impose higher requirements on the quality of public services. Compared with public products such as infrastructure, public services are labor-intensive inputs, especially the basic public services of local governments. It hires a huge number of employees while improving public service capabilities. China’s long-term goal for 2035 and the main goal of economic and social development during the “14th Five-Year Plan” period require a significant increase in the level of equalization of public services. According to the research by the National Academy of Governance, the employed population in the public sector in developed countries accounts for about 10% to 20% of the workforce,, which is even higher than 20% in Canada and Hong Kong. However, the employed population in the current public sector only accounts for 5% in China. With the deepening of urbanization, the proportion of employed population in China’s public sector will gradually increase; and the market of training for public service recruitment examination will also maintain a long-term steady growth, which has been partially proved by the astonishing demands on the training for teacher recruitment examination and recruitment examination in medical treatment and public health. 3. Main performance driving factors During this reporting period, to achieve the annual business goals, the Company expands the market proactively and increases its market share constantly, generating a total operating income of RMB 4,855,998,263.50, with an increase of 72.94% over the same period of last year. However, influenced by the earlier pandemic, the changed situation of market competition and other external factors, as well as the rising cost from the Company’s forward-looking strategic investment, the Company experienced its periodical losses. The net profit attributable to 14 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report shareholders of the listed Company is RMB -97,162,509.03, with a year-on-year decrease of 58.30%; the net profit attributable to shareholders of the listed Company after deducting non-recurring gains and losses is RMB -169,905,023.78, with a year-on-year decrease of 53.77%. With the steadily increasing scale of operation, the input-output effect exerted by the Company’s forward-looking core resource will become an important development pillar in the next stage, and the production capacity will be released gradually. (1)The ahead-of-schedule multi-provinces joint examination shortens the period of collecting training fees and the recruiting pace is returning to normal gradually. During the reporting period, the ahead-of-schedule multi-provinces joint examination of the civil servant has shortened the peak period of collecting training fees, which influenced the performance of the sector for civil servant recruitment exams to some degree. The sector generated the revenue of RMB 2,314,794,227.86, an increase of 90.02% over the same period of last year and an increase of 12.31% over the same period in 2019. The rising trend of recruiting demand for civil servants has been confirmed. Meanwhile, the ahead-of-schedule multi-provinces joint examination of the civil servant has created favorable conditions for the recruitment recovery of the training sectors for public institution exams, teachers recruitment exams, medical qualification and etc., and these sectors got more investment of time and resource in their operation. During the reporting period, by seizing that opportunity, using its leading advantage of multi-categories and large-scale operation and actively innovating the products, the training sector for public institution exams generated the revenue of RMB 618,725,582.65, a year-on-year increase of 148.37%; the training sector for teachers recruitment exams generated the revenue of RMB 534,948,828.84 in the current reporting period, a year-on-year increase of 52.82%; and the training sector for other public services test and new businesses generated the revenue of RMB 1,360,062,898.84 in the current reporting period, a year-on-year increase of 40.10%. The key operating resources and performance indicators are shown in the table below: Change at the end of this At the end of the reporting period Item Indicators At the end of last year reporting period compared with the end of last year Directly operated branches 1,859.00 1,669.00 11.38% Operating Employees 45,304.00 45,066.00 0.53% resources R&D personnels 3,065.00 3,025.00 1.32% Teaching professionals 18,994.00 18,863.00 0.69% At the end of the Year-on-year Item Indicators Same period last year reporting period change (%) Business & Revenue of face-to-face training 3,120,444,415.18 1,622,095,227.36 92.37% Revenues (RMB) 15 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Revenue of online training (RMB) 1,708,087,123.01 1,166,091,772.30 46.48% Trainees 2,792,112.00 2,452,252.00 13.86% Revenue (RMB) 4,855,998,263.50 2,807,980,480.60 72.94% Net profits attributable to shareholders of the listed -97,162,509.03 -233,026,645.16 58.30% Company(RMB) (2) Digital operation produces significant result and the online-merge-offline (OMO) business keeps growing. The Company keeps promoting the integration of digital operation and vertical integrated fast response system in depth, and uses digital operation to increase the efficiency of fast response to further enhance the Company’s core competitiveness based on speed economy. The continual and recurrent pandemic leads to further expansion of digital operation. Through the intelligent teaching platform with huge potential, online large-scale R&D and comprehensive service capacity, the Company endeavors to promote OMO products and keeps growing in the tough business environment. During the reporting period, the online training business of the Company generated revenue of RMB 1,708,087,123.01, a year-on-year increase of 46.48%. (3) The forward-looking strategic layout is efficient and the new business sector releases production capacity gradually. From the second half of last year to the first half of this year, the Company is determined to expand operations across sectors, invests intensive resources in active new businesses constantly, and especially puts forward-looking strategic investment into important sectors including the training sectors for post-graduate entrance examination, college and high institution enrollment exams and IT. During the reporting period, the training sectors for post-graduate entrance examination, college and high institution enrollment exams and medical qualification and other new business sectors maintains a high level of activeness, thus contributing to the revenue of RMB 1,360,062,898.84 from the training sector , with a year-on-year increase of 40.10%. With the growth and maturity of reserve talents, the Company’s new business sectors gradually release production capacity, which promotes the performance of the pertinent sections in the current period and more importantly, further sharpens the advantage of overall arrangement to make for the growth trend of sector rotation in the medium and long term. Section II. Analysis of the Company’s core competitiveness The Company's core competitiveness is based on the formation of an enterprise platform which empowers rapid growth driven by the capability of vertically integrated quick response. The key driving factors are as follows: 16 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 1. Outstanding execution fosters the fast-growth culture The team built the Company with outstanding execution, and fostered the Company's fast-growth culture through a long period of endeavoring to grow in adversity and persistently pursuing to break the growth boundary. The team always maintains the firm will and belief to create the future, invests audaciously, achieves economies of scale in a highly fragmented and regionally isolated market, strives to be close to the optimal output, captures opportunities, and confronts fluctuations. With constant self-revolution of creative destruction, the team can always create new markets in inconspicuous places, making sustained rapid growth possible. 2. Clustered professional R&D output continuously increases the momentum for innovation At the beginning of the career, the Company took the lead in carrying out full-time and professional R&D, based on which it created a brand-new market. Over the past decade, the Company has fostered an expert team with rich practical experience of R&D and R&D management through front-line teaching practice and adaption to market upgrading. Under the joint lead of the founding team and the expert team, a full-time R&D team of more than 3,000 people has formed. With the expansion of categories and the involvement of different sectors, the Company's professional R&D not only achieves the continuous division of labor under the scale effect, but also continuously creates R&D cluster effect of continuous collaboration between categories, which greatly improves the efficiency of R&D, especially the graft efficiency of stock R&D resources for new categories and new businesses. 3. Rapid response capability based on the vertical integrated system supports the Company’s sustainable high growth structurally and efficiently. The high operation efficiency far beyond the general industries is a necessity to realize scale economy and establish competitive barrier in the decentralized market. Therefore, vertical integrated rapid response system and 17 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report capability can best adapt to this kind of market environment. In each exam, ‘Business outlets - Headquarters command center - Teaching sites’ are giving responses and feedback with high frequency every day. Thus, the effect of management and learning far above average can be realized. Vertical integrated corporate structure can not only realize the high efficiency of operation, but also be effectively compatible with the management impact brought by high growth and rapid business category expansion. So investment in and innovation on this corporate structure has always been a central part of the management reform. At present, Offcn Edu has established more than 1,800 business outlets covering 300 prefecture-level cities with constantly accelerating expansion. Simultaneously, the headquarters command center continues to seek the scale effect of management with the help of management reform and digital operation. In recent years, Offcn Edu has also continuously invested in the construction of large-scale one-stop bases for food, housing and learning to promote the realization of large-scale factory operation on the teaching sites. 4. “The flywheel effect of multi-categories growth” magnifies the Company’s growth prospects step by step Investment capacities between multi-categories gets accumulated and superposed. The flywheel effect of multi-categories growth constantly increases. The development of new and old categories mutually amplifies investment adequacy. Together a stronger ability of operating infrastructure is jointly promoted. The main business of the Company, whose customers include hundreds of millions of knowledge-based labor population aged between 18 and 45 across the country, spans three sectors of training for public service recruitment examination, college and high institution enrollment examination, and vocational ability enhancement. to provide comprehensive vocational training services covering more than 100 categories. At present, the flywheel effect of growth has expanded to involve the three sectors and magnified the Company’s growth prospects step by step. The sector of training for college and high institution enrollment examination will become an important impetus for growth in 3 to 5 years while the sector of training for vocational ability enhancement will become the largest and the most significant contributor to the growth of the Company in 5 to 10 years. 5. Digital operation forms the enterprise platform with “real-time situational awareness” The team’s exploration for digital operation has lasted for more than 15 years, and in recent years, the investment scale for digital operation infrastructure has increased significantly. One reason is to meet the management needs for fast growth and rapid expansion of categories. The other reason lies in the great adaptability of vertically integrated fast response system to the digitization. After the system was integrated with the digitization in depth, it generated higher operating efficiency and significantly improved the front and background response frequency from units of days to a level close to “real-time situational awareness”, which greatly enhanced the Company’s core competitiveness based on speed economy. 18 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 6. The values of kindness and altruism allow the Company to maintain strong organizational cohesion in high growth As a knowledgeable staff-intensive vocational education institution, the Company has established a concise and effective corporate culture in the long journey of arduous entrepreneurship, with the core value of “Be Kind & Do Right” and advocating altruism. Not only has it become a company system, but also the founding team has taken the lead to set an example, driven it step by step, and unswervingly implemented it in the operation, making the values of Offcn Edu ubiquitous and flourishing in the enterprise. This distinctive and tangible corporate culture allows the company to maintain strong organizational cohesion in high growth. 7. Offcn Edu strives to strengthen the Party's construction to promote the healthy and vigorous development of the Company From the establishment of the Party committee in 2018 to the establishment of the first Party school of non-public-owned enterprise in 2019, the Party committee of Offcn Edu has fully utilized the Company’s advantages of knowledge, theory, and technology and actively promotes and implements the Party’s political routes, principles, and policies to employees and students. Meanwhile, Offcn Edu focuses on the integration of the Party building of non-public enterprises and corporate culture construction to promote the healthy and vigorous development of the enterprise. As of June 30, 2021, the Company had 9,286 Party members, accounting for more than one-fifth of the total number of employees. 19 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Section Ⅲ. Core business analysis Refer to “Section I.The Company’s main business during the reporting period”. Year-on-year changes of major financial data Unit: RMB Year-on-year Current Reporting Period Same period last year increase or Reasons of changes decrease Mainly due to the ending of the pandemic in the second half of 2020, the continuous recovery of the market and the gradual increase Revenue 4,855,998,263.50 2,807,980,480.60 72.94% of the business income because of the regular conduction of various examinations in the first half of 2021 Mainly due to the ending of the pandemic, the gradual recovery of Operating cost 2,684,951,238.24 1,452,611,180.39 84.84% face-to-face training and the increased teaching investment Mainly due to the increase of staff salary and marketing fee under the Marketing expenses 975,972,472.83 700,817,453.92 39.26% influence of the resumption of marketing activities and the increase of market investment Management expenses 607,894,812.80 518,959,454.14 17.14% Mainly due to the increase in short-term borrowing interest and collection fees and the amortization Financial expenses 257,804,336.41 182,654,623.66 41.14% of unrecognized financing expenses to financial expenses according to the new lease standard Mainly due to the recognition of Income tax expenses 7,582.67 9,055,694.44 -99.92% deferred income tax expenses in the previous period Mainly due to the Company’s R&D investment 542,875,812.43 383,227,531.01 41.66% expansion of R&D and increased investment Net cash flow of business Mainly due to the cost increase -939,091,457.95 4,063,675,504.19 -123.11% operation resulted from strategic investment 20 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report and the shortage of period of collecting training fees from multi-provinces joint examination in the first half of year Net cash flow of Mainly due to the increase of net -857,536,416.32 -1,155,418,651.54 25.78% investment inflow from financial management Net cash flow of fund Mainly due to the distribution of -593,198,529.67 -966,792,941.80 38.64% raising dividends in the previous period Mainly due to the increased cost of investment in the reporting period, the purchase of fixed assets and Increase of cash and cash -2,389,826,403.94 1,941,463,910.85 -223.09% intangible assets and the shortage equivalents of period of collecting training fees from multi-provinces joint examination in the first half of year Whether components or origin of profits changed during the reporting period □ Applicable √ Not applicable Components or origin of profits did not change during the reporting period Composition of revenue Unit: RMB This reporting period Same period last year Year-on-year Proportion of Proportion of Amount Amount increase or decrease revenue revenue Revenue 4,855,998,263.50 100% 2,807,980,480.60 100% 72.94% Sectors Educational training 4,828,531,538.19 99.43% 2,788,186,999.66 99.30% 73.18% Others 27,466,725.31 0.57% 19,793,480.94 0.70% 38.77% Categories of product Training for Civil Servant Test 2,314,794,227.86 47.66% 1,218,210,409.21 43.38% 90.02% Training for Public Institution Test 618,725,582.65 12.74% 249,112,502.48 8.87% 148.37% Training for Teachers’ Recruitment Test 534,948,828.84 11.02% 350,053,110.07 12.47% 52.82% Training for other public services test 1,360,062,898.84 28.01% 970,810,977.90 34.58% 40.10% and new businesses Others 27,466,725.31 0.57% 19,793,480.94 0.70% 38.77% Regions Northeast China 733,517,217.12 15.10% 411,190,963.24 14.65% 78.39% 21 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report North China 890,311,431.14 18.33% 505,278,366.94 17.99% 76.20% East China 1,172,672,546.07 24.15% 777,042,423.85 27.67% 50.91% Middle China 559,497,519.24 11.52% 311,713,998.87 11.10% 79.49% South China 379,585,003.57 7.82% 224,764,348.31 8.01% 68.88% Southwest China 547,267,354.92 11.27% 286,608,910.60 10.21% 90.95% Northwest China 545,680,466.13 11.24% 271,587,987.85 9.67% 100.92% Others 27,466,725.31 0.57% 19,793,480.94 0.70% 38.77% Particulars of sectors, products or regions that account for more than 10% of the revenue or operating income □ Applicable √ Not applicable Explanation on changes in the relevant data by more than 30% year-on-year □ Applicable √ Not applicable Section IV. Non-core Business Analysis √ Applicable □ Not applicable Unit: RMB Amount Reasons Sustainable or Not Mainly including income from financial Investment Income 61,423,487.06 Yes products, and interest on time deposits. Gains and losses from changes in fair value 9,068,865.15 Changes in fair value of financial product Uncertain Non-operating income 37,698.84 Formed during the operating process. Uncertain Non-operating expenses 349,054.25 Formed during the operating process. Uncertain Section V. Analysis of Assets and Liabilities 1. Major Changes in Asset Composition Unit: RMB End of the reporting period End of the same period last year Increase or Proportion Proportion of decrease in Explanations on major changes Amount of Total Amount Total Assets proportion Assets Mainly due to the increased cost of investment in the reporting period, the purchase of intangible Monetary fund 3,560,568,685.18 25.13% 5,950,395,089.12 41.27% -16.14% assets and the shortage of period of collecting training fees from multi-provinces joint examination in the first half of year 22 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Accounts Mainly due to the increase of rent 32,423,539.80 0.23% 21,493,637.66 0.15% 0.08% receivable receivables Investment No major changes in the current 657,723,948.43 4.64% 668,014,515.82 4.63% 0.01% properties period Long-term equity No major changes in the current 1,580,386,983.37 11.15% 1,612,792,592.67 11.19% -0.04% investment period Please refer to Section VII. (22) Construction in 256,986,886.10 1.81% 214,248,125.04 1.49% 0.32% in Chapter 10 Financial progress Statements Mainly due to the increase of right-of-use assets under the Right-of-use asset 1,345,123,513.84 9.49% 9.49% implement of the new lease standard since January 1, 2021 Short-term No major changes in the current 3,875,201,272.25 27.35% 3,976,019,329.22 27.58% -0.23% borrowings period Mainly due to the shortage of Contract collecting training fees from 4,228,504,433.91 29.84% 4,925,428,309.33 34.16% -4.32% liabilities multi-provinces joint examination in the first half of year Mainly due to the increase of lease liability under the Lease liability 534,044,069.15 3.77% 3.77% implementation of the new lease standard since January 1, 2021 2.Key Overseas Assets □ Applicable √ Not applicable 3. Assets and liabilities measured at fair value √ Applicable □ Not applicable Unit: RMB Gains and losses Cumulative Impairment Amount of Amount of from the Opening changes in fair accrued in purchase in sales in the Other Closing Items changes in fair Balance value attributed the current the current current Changes Balance value during the to equity period period period period Financial Assets Transactional financial assets 1,191,656 4,644,550,0 5,456,410,00 388,865,038 9,068,865.15 0.00 0.00 (excluding derivative ,173.26 00.00 0.00 .41 financial assets) 23 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Investment in other 152,800,0 152,800,000 equity instruments 00.00 .00 Subtotal of financial 1,344,456 4,644,550,0 5,456,410,00 541,665,038 9,068,865.15 0.00 0.00 assets ,173.26 00.00 0.00 .41 1,344,456 4,644,550,0 5,456,410,00 541,665,038 Total 9,068,865.15 0.00 0.00 ,173.26 00.00 0.00 .41 Financial liabilities 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Others changes None. Whether the Company’s major assets measurement attributes have significant changes during the reporting period □ Yes √ No 4. Assets with restricted rights as of the end of the reporting period Items Book value at the end of the period Reasons for Restriction Monetary fund 358,600.00 Deposit Total 358,600.00 Section VI. Analysis of Investments 1. Overview √ Applicable □ Not applicable Amount of investment during the reporting period (RMB) Amount of investment in the same period of last year Variation 8,300,352,568.17 18,542,275,652.81 -55.24% 2. Major equity investment obtained during the reporting period □ Applicable √ Not applicable 3. Major non-equity investment ongoing during the reporting period √ Applicable □ Not applicable Unit: RMB Project Offcn Office Building in Fushun Changping Land Use Right Total Investment Method Self-built project Other — Whether it is a fixed asset investment Yes Yes — Educational technology Educational technology Industries involved in investment development, service and culture development, service and culture — projects consultation consultation Amount of investment in this 7,365,856.80 2,494,150,000.00 2,501,515,856.80 24 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report reporting period Cumulative amount of investment as 147,653,548.32 3,097,058,000.00 3,244,711,548.32 of the end of the reporting period Sources of funds Self-owned fund Self-owned fund — Project progress 44.74% — — Expected income 0.00 0.00 0.00 Cumulative income as of the end of 0.00 0.00 0.00 the reporting period Reasons for not reaching the planned Not Completed Not yet started — progress and expected income Date of disclosure (If any) — Dec.3, 2020 — www.cninfo.com.cn Index of disclosure (If any) — — (Announcement No:2020-046) 4. Financial assets investment (1) Securities investment √ Applicable □ Not applicable Unit: RMB Profits and Sell Accumu Book losses ing Profits lated Origin Accou value from Am and changes Purchase Book Accou Securi Securities al nting at the change oun losses Source Securi in fair amount value at nting ties abbreviati invest measur begin s in t during s of ties value for this the end of subjec code on ment ement ning fair for the fund included period the period ts cost model of the value this reportin in period for the peri g period equity current od period Huitianfu Stable-prof Transa it Hybrid fair ctiona 10,46 Self-o 01043 Securities 9,999, value 489,9 0.0 489,95 10,957,9 l Funds 7,953 0.00 0.00 wned 9 Fund with 000.00 measur 51.00 0 1.00 04.10 financ .10 funds one-year ement ial holding assets period 10,46 9,999, 489,9 0.0 489,95 10,957,9 Total -- 7,953 0.00 0.00 -- -- 000.00 51.00 0 1.00 04.10 .10 25 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Disclosure Date of the announcement of securities N/A investment approval by board of directors Disclosure date of the announcement of the securities N/A investment approval by board of shareholders (if any) (2)Derivatives investment □ Applicable √ Not applicable There is no derivatives investment during the reporting period. Section VII. Sale of Major Assets and Equity 1. Sales of major assets □ Applicable √ Not applicable There is no sales of major assets during the reporting period. 2. Sales of major equity □ Applicable √ Not applicable Section VIII. Analysis of major shareholding companies √ Applicable □ Not applicable Major subsidiaries and shareholding companies that have impact on more than 10% net profit of the Company Unit: RMB Company name Beijing Offcn Education Technology Co., Ltd. Company type Subsidiary Major business Educational technology consulting, technology development, technical services, technology promotion, technology transfer; educational consulting; cultural consulting; corporate management consulting; corporate investment consulting;computer technology training (not for national admissions); public relations services; hosting exhibition activities; organizing cultural and artistic exchange activities (excluding performances); conference services;design, production, agency, release of advertisements; publication wholesale; publication retail; operating telecommunications business; human resource services; radio and television program production; engaging in Internet cultural activities.(Market entities independently choose operating projects and carry out operating activities in accordance with the law; engage in Internet cultural activities, publication wholesale, publication retail, telecommunications business, radio and television program production, human resource 26 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report services, and projects subject to approval in accordance with the law, and after approval by relevant departments, carry out operating activities in accordance with the approved content; shall not engage in operating activities that are prohibited or restricted by the state and this city’s industrial policies.) Registered capital 90,000,000.00 Total assets 11,736,902,897.51 Net assets 3,148,337,159.19 Revenue 4,842,219,472.70 Operating income -61,612,880.80 Net profit -62,172,307.07 Acquisition and disposal of subsidiaries during the reporting period. √ Applicable □ Not applicable Method of acquisition and disposal of The Impact on the overall business Company name subsidiaries in the reporting period operation and performance Anshan Tiedong Offcn Education Training School Co.,Ltd. New establishment No major impact Diqing Offcn Training School Co., Ltd. New establishment No major impact Wenling Offcn Information Consultancy Co., Ltd New establishment No major impact Major holding and participating companies The wholly-owned subsidiary of the Company, Beijing Offcn Education Technology Co., Ltd, earned revenue of RMB 4,842.2195 million in the first half of 2021, with an increase of 73.02% over the first half of 2020; the net profits of Beijing Offcn Education Technology Co., Ltd in the the first half of 2021 is RMB -62.1723 million, with an increase of 71.19% over the same period of last year. The main reason for the steady and rapid growth of operating income and profit is that to achieve the annual business goals, the Company carries every task forward steadily, constantly increases investment in R&D, teaching, marketing and OMO platform, expands the market proactively and increases market share constantly, which promotes the R&D capacity, management efficiency and the transformation of products and services toward technology and internet based, and makes the comprehensive advantages of brand and platform more explicit. Section IX. Structured Entities Controlled by the Company □ Applicable √ Not applicable Section X. Possible Risks and Responses 1. Risks of policies The prosperity of the vocational education industry has a high correlation with the policy environment, and is easily affected by vocational education policies. In recent years, in order to support the development of the vocational education industry, the state has successively issued a number of industry support and encouragement policies. Regulations for the Implementation of the Law of the People's Republic of China on the Promotion of Private Education newly issued in 2021 reveals the adherence to the method of supporting and regulating private 27 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report education, and provides encouragement and supports for the development of vocational education in the policy prospect. However, some regional authorities may have different understandings of the Regulations (mentioned above), and this uncertainty may bring risks to the Company’s future business development in some regions. In addition, the Company has many branches and wide distribution of training venues. It is not ruled out that in the future, relevant regulatory departments of provinces, autonomous regions and municipalities will issue more stringent regulations for the local education and training industry, which may affect the company's operations in the region. Risk response: The Company pays close attention to the regulations and policies issued by the State Council, education administration and other relevant departments and local governments, and complies with the latest regulatory requirements. The Company establishes a policy risk warning mechanism, regularly checks the policy risks in the operation of each branch, conducts risk education and provides compliance reminders for each business department to ensure that the Company is guided by regulatory policies and operates compliantly and prudently. At the same time, the Company’s team responsible for tracking and studying policy obtains, perceives and predicts the change direction and trend of the relevant policy in local places in a timely manner, actively studies relevant policies and regulations, makes arrangements and adjustments in advance, avoids relevant policy risks, and leverages industry policies to help the Company’s business development. 2. Risks of marketing competition The overall scale of the vocational education market is large, the market demand is widely dispersed throughout the country, and the initial investment scale is relatively small. This has spawned a large number of local small and medium-sized training institutions, among whom the homogeneity of products is relatively serious, and the vicious competition in the industry is widespread. The implementation of the new policy on easing the burden of excessive homework and off-campus tutoring for students undergoing compulsory education may propel more and more capital and institutions to enter the vocational education and training industry, leading to increasingly fierce market competition. How to effectively deal with the competition and impact of competing products in the industry and emerging institutions is a challenge facing the company's comprehensive development of the vocational education industry. Risk response: the Company will continue to maintain heavy R&D investment, continue to increase investment in technological infrastructure and technical teams, and integrate technological productivity into the operating system to drive business innovation. At the same time, it will continue to explore new subdivision tracks, create a full-category market for mid-to-high-end vocational education, and further enhance the Company's core competitiveness in the industry. After more than 20 years of accumulation, the Company has a fast iterative teaching and research system, offline channel resources and online layout, and has significant advantages in future market competition 28 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 3.Risk of core brain drain As a vocational education enterprise with highly intensive knowledge-based staff, the Company regards talents as its one of core resources. Brain drain is a common risk faced by the education and training industry. The loss of the Company’s core management, R&D talent team and backbone teachers may adversely affect the Company’s long-term stable development. Risk response: On the one hand, the Company has attracted a large number of high-quality talents with its brand advantages, which has continuously injected new forces into the Company. At the same time, since the Company was founded, it has taken “Be Kind & Do Right” as its core value and advocated selflessness and altruism. This ubiquitous and endless corporate culture allows the Company to maintain strong organizational cohesion. On the other hand, the Company attaches importance to the basic rights and interests of employees, completes a fair and transparent performance evaluation system, provides employees with diversified compensation and incentive paths, pays attention to the personal growth of employees, supplies employees with sustainable development opportunities and growth space, and reduces the risk of core brain drain. 4. Risks of operation and management With the continuous expansion of the Company’s business categories and branches, the Company must face the risk brought about by the mismatch between expansion and management capabilities. To facilitate the development, the cost of venue leasing and human resources increases continually, which results in the decline of the current profit level and profit rate, etc. At the same time, the pandemic of COVID-19 is likely to continue and exist for a long time, which means that the conducting of training business in some regions will under strict control, thus challenging the Company’s operation and management. Risk response: In view of the above risks, the Company will continue to optimize its management system of vertical integrated fast response, enhance the coordination between large-scale knowledge employees, improve management and operation efficiency, upgrade human resources structure, and moderate the business expansion strategy of the Company. The Company attaches importance to talent reserves, makes arrangements in advance, and promotes the realization of growth expectations for new categories. In the face of this pandemic, the Company has realized the deep integration of online and offline products with the help of digital operating results and deep research and development capabilities, and effectively responded to the impact of the pandemic. In addition, in recent years, the Company has also continued to invest in the construction of a large-scale one-stop base for food, accommodation and learning, promote the realization of large-scale factory-style operations at the teaching site, and further improve the quality of services while reducing operating costs. 29 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 4 Corporate Governance Section I. Annual general meeting and extraordinary general meetings convened during the reporting period 1. Particulars about the shareholders’ general meeting during the reporting period Investor Disclosure Session Type Convening date Disclosure index Participation date For details, refer to the 2021 First Extraordinary Announcement on Resolutions of the January 26, Extraordinary General 78.68% January 25, 2021 First Extraordinary General 2021 General Meeting Meeting Meeting of 2020 (No. 2021-004) disclosed on www.cninfo.com.cn. For details, refer to the 2020Annual Announcement on Resolutions of the Annual General June 16, General 80.10% June 15, 2021 Annual General Meeting of Meeting 2021 Meeting 2020(No. 2021-044) disclosed on www.cninfo.com.cn. 2. Extraordinary general meetings requested by preferred shareholders with restored voting rights: □ Applicable √ Not applicable Section II. Changes of Directors, Supervisors, and Senior Executives □ Applicable √ Not applicable The Company’s directors, supervisors and senior executives did not change during the reporting period. For more specific information, please refer to the 2020 Annual Report. Section III. The Company’s common stock profit distribution and capitalization of capital reserve □ Applicable √ Not applicable The Company plans not to distribute cash dividends, bonus shares, nor to increase share capital by converting capital reserve. Section IV. Implementation of the Company’s equity incentive plan, employee stock ownership plan or other employee incentive measures Applicable √Not applicable There is no such situation of the Company’s equity incentive plan, employee stock ownership plan or other employee incentive measures. 30 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 5 Environmental and social responsibilities Section I. Environmental protection Did the listed Company and its subsidiaries belong to the major pollutant discharge units announced by the Ministry of Ecology and Environment? □ Yes √ No Situations of receiving administrative punishment due to environmental issues during the reporting period Influence on Rectification Name of company Reasons of Results of Details of issues operations of the measures of the or its subsidiaries punishment punishment listed Company company N/A Not applicable Not applicable Not applicable Not applicable Not applicable Other environmental information disclosed in reference with major pollutant discharge units Not applicable Reasons of not disclosing other environmental information The Company and its subsidiaries do not belong to the major pollutant discharge units announced by the Ministry of Ecology and Environment. The Company and its subsidiaries strictly follow the relevant laws and regulations issued by the state regarding environment protection and did not receive any administrative punishment due to environmental issues during the reporting period. Section II. Social Responsibilities The Company has not carried out targeted poverty alleviation work in the first half of the year. 31 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 6 Significant Events 1.Commitments that the Company’s actual controllers, shareholders, related parties, acquirers, the Company and other relevant parties have fulfilled during the reporting period and have not fulfilled as of the end of the reporting period √Applicable Not applicable Important commitments made by the parties involved in the major assets restructuring are as follows: Commit Perfo Commitment Commitment Commitm Main contents of commitment ment rman Party Type ent period time ce 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 and interests of Yaxia Auto within 36 months . After the completion of the transaction, the shares held by the Company/I/the plan, derived from Yaxia Auto shares due to the distribution of stock dividends and the Yaxia Industrial, conversion of capital reserve to share capital shall also Under Zhou Xiayun, Letter of norma comply with the above-mentioned arrangement of Jan. 31, Zhou Hui, Zhou commitment May 4, l Li, Phase-I on lock-up restricted sale of shares. 2018 2022 imple employee stock period If the China Securities Regulatory Commission and/or mentat ownership plan Shenzhen Stock Exchange have/has other provisions for ion the above-mentioned lock-up period arrangement , the company/I/the plan will adjust and implement the above-mentioned lock-up period arrangement 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 Letter of Under is lower than the issue price for consecutive 20 trading Commitment norma on lock-up days , or the closing price of the stock at the end of the 6 Apr. 27, Jan. 31, l Li Yongxin period for months after the listing of the shares is lower than the 2018 2022 imple subscription of mentat issue price, the lock-up period of consideration shares shares ion acquired by myself shall be automatically extended for 6 months. (If dividend or bonus shares distribution, conversion of capital reserve or allotment by the listed company occurred during the above-mentioned period, the aforementioned issue price shall be calculated based on 32 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report the price adjusted by factors as ex-dividend and ex-rights, etc.) 2. As the transferee of 72,696,561 Yaxia Auto shares held by Anhui Yaxia Industrial Co., Ltd., I shall not transfer such shares within 36 months from the registration date of such shares 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 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 distribution or conversion of capital reserve of the listed Company shall also comply with the foregoing requirements. 6. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, I agree to implement the arrangement in accordance with 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 Letter of listing of the shares. Within 6 months after the listing of Under commitment the shares, if the closing price of the listed company stock norma on lock-up Jan. 31, l Lu Zhong Fang is lower than the issue price for consecutive 20 trading Apr. 27, period for 2022 imple days , or the closing price of the stock at the end of the 6 2018 subscription of mentat shares months after the listing of the shares is lower than the ion issue price, the lock-up period of consideration shares acquired by myself shall be automatically extended for 6 months. (If dividend or bonus shares distribution, 33 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report conversion of capital reserve or allotment by the listed company occurred during the above-mentioned period, the aforementioned issue price shall be calculated based on the price adjusted by factors as ex-dividend and ex-rights, etc.) 2. 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. 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 distribution or conversion of capital reserve of the listed Company shall also comply with the foregoing requirements. 5. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, I agree to implement the arrangement in accordance with 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 Kerui Technology Innovation 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 Letter of Under months after the listing of the shares, if the closing price commitment norma Kerui of the listed company stock is lower than the issue price Jan. 31, on lock-up Jul. 27, l Technology period for for consecutive 20 trading days, or the closing price of the 2018 2022 Imple Innovation subscription of mentat stock at the end of the 6 months after the listing of the shares ion shares is lower than the issue price, the lock-up period of consideration shares acquired by Kerui Technology Innovation shall be automatically extended for 6 months. (If dividend or bonus shares distribution, conversion of 34 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report capital reserve or allotment by the listed company occurred during the above-mentioned 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 increased shares that the enterprise owns due to bonus shares distribution or conversion of capital reserve of the listed Company shall also comply with the foregoing requirements. 4. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, the enterprise agrees to implement the arrangement in accordance with 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 Kerui The Technology Innovation in this transaction shall not be Comp transferred or dealt with in any other forms within 36 any’s months from the date of the listing of the shares. Within 6 shares held months after the listing of the shares, if the closing price by the of the listed company stock is lower than the issue price Aeros Aerospace Letter of for consecutive 20 trading days, or the closing price of the pace Industry, commitment stock at the end of the 6 months after the listing of the Jan. 31, Indust on lock-up Jul. 27, Guangyin ry and period for shares is lower than the issue price, the lock-up period of 2018 2021 Guang Venture subscription of consideration shares acquired by Kerui Technology yin shares Innovation shall be automatically extended for 6 months. Ventur e were (If dividend or bonus shares distribution, conversion of listed capital reserve or allotment by the listed company for occurred during the above-mentioned period, the circula tion aforementioned issue price shall be calculated based on on the price adjusted by factors as ex-dividend and ex-rights, Febru 35 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report etc.) ary 1, 2. The enterprise promises to abide by the following 2021, the provision: if the transaction is investigated by judiciary shareh authorities or the China Securities Regulatory olders’ Commission on suspicion of misrepresentations, share lock-u misleading statements, or material omissions in regard to p the information provided or disclosed, the shares of the comm listed Company acquired in this transaction shall not be itment s had transferred until the conclusion of the investigation is been clarified. fulfille 3. After the completion date of this transaction, the d increased shares that the enterprise owns due to bonus shares distribution or conversion of capital reserve of the listed Company shall also comply with the foregoing requirements. 4. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, the enterprise agrees to implement the arrangement in accordance with 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 The Comp in this transaction shall not be transferred or dealt with in any’s any other forms within 36 months from the date of the shares listing of the shares. Within 6 months after the listing of held the shares, if the closing price of the listed company stock by Wang is lower than the issue price for consecutive 20 trading Zhend days , or the closing price of the stock at the end of the 6 ong, months after the listing of the shares is lower than the Guo Wang Letter of Shiho Zhendong, Guo issue price, the lock-up period of consideration shares commitment ng, Shihong, Liu acquired by myself shall be automatically extended for 6 on lock-up Jul. 27, Liu Bin, Zhang Jan. 31, period for months. (If dividend or bonus shares distribution, 2018 Bin, Yongsheng, subscription of 2021 Zhang Yang Shaofeng, conversion of capital reserve or allotment by the listed shares Yongs Zhang Zhi’an company occurred during the above-mentioned period, the heng, aforementioned issue price shall be calculated based on Yang the price adjusted by factors as ex-dividend and ex-rights, Shaof eng, etc.) and 2. The aforesaid arrangement of share lock-up does not Zhang affect the implementation of profit compensation for this Zhi’an were transaction, that is, when I need to make profit listed compensation, the listed company has the right to relieve for 36 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report the lock-up of shares in corresponding amount in advance circula for profit compensation. tion on 3. I promise to abide by the following provision: if the Febru transaction is investigated by judiciary authorities or the ary 1, China Securities Regulatory Commission on suspicion of 2021, the misrepresentations, misleading statements, or material shareh omissions in regard to the information provided or olders’ disclosed, the shares of the listed Company acquired in share lock-u this transaction shall not be transferred until the p conclusion of the investigation is clarified. comm 4. After the completion date of this transaction, my itment increased shares due to bonus shares distribution or s have been conversion of capital reserve of the listed Company shall fulfille also comply with the foregoing requirements. d 5. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, I agree to implement the arrangement in accordance with 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 Industrial Co., Ltd. to the enterprise, the shares shall not Letter of Under be transferred. The lock-up period of the shares increased norma commitment Offcn during the above period due to bonus shares distribution, Apr. 27, Jan. 31, l on the lock-up Partnership 2018 2022 imple conversion of capital reserve or allotment of shares by of shares mentat Yaxia Auto, shall also comply with the foregoing ion 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 shares of Yaxia Auto held by Anhui Yaxia Letter of Industrial Co.,Ltd. to Beijing Offcn Future Information Consulting Center (Limited Partnership), I or the commitment Under enterprise shall not in any way transfer the shares of norma on the lock-up Beijing Offcn Future Information Consulting Center Jan. 31, Li Yongxin and Jul. 27, l of Offcn (Limited Partnership) or withdraw from the partnership other 10 2018 2022 imple with Beijing Offcn Future Information Consulting Center counterparties Partnership’s mentat (Limited Partnership), nor do we transfer, assign or contribution ion authorize other entities in any way to fully or partially shares have the rights and interests indirectly related to the shares of Yaxia Industrial Co., Ltd. held by Beijing Offcn Future Information Consulting Center (Limited Partnership). Letter of April 27, Under Li Yongxin I. Guarantee the independence of the listed Company’s Long-term commitment 2018 imple 37 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Lu Zhongfang on maintaining personnel mentat Wang Zhendong independence (1) It is guaranteed that after the completion of this ion of the listed norma Offcn transaction, the personnel, human resources and Company lly Partnership remuneration management of the listed Company shall be completely independent from myself/Offcn Partnership, and from other related parties, such as companies, enterprises or economic organizations, controlled by myself/Offcn Partnership. (2) It is guaranteed that after the completion of this 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 this transaction, the official powers of the shareholders’ meeting and board of directors on personnel appointments and dismissals shall not be interfered. II. Guarantee the independence of institutes of the listed Company (1) It is guaranteed that after the completion of this 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 this transaction, the general meeting of shareholders, the board of directors, and the board of supervisors shall independently exercise their powers in accordance with laws, regulations and the Company’s Articles of Corporation. III. 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 this 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 this transaction, except for normal business dealings, there 38 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report shall be no capital and 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. IV. Guarantee the independence of the listed Company’s business. (1) It is guaranteed that after the completion of this 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 this transaction, I/Offcn Partnership,or other related parties,such as companies, enterprises, or other economic organization 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 this 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 fairly way and perform relevant approval processes and information disclosure obligations in accordance with relevant laws, regulations and regulatory documents. V. Guarantee the financial independence of the listed Company. (1) It is guaranteed that after the completion of this 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 this 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 this transaction, financial personnel hired by the listed Company shall not hold any part-time positions in other 39 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 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 this 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 this 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, my close relatives and other companies, 1. The As of enterprises or economic organizations controlled by transfer of the myself and my close relatives, except for Beijing Offcn Kairuier end of the Online Education Technology Co., Ltd. (hereinafter Training reporti referred to as Offcn Online), controlled by my relatives School in ng Xuhua and Lu Yan, and its affiliated schools which are Haidian period District of , involved in the same or similar businesses conducted by Kairui Offcn Ltd., other related parties are not involved in any Beijing: er same, similar or related businesses conducted by the listed within 24 Traini Company, Offcn Ltd. and its affiliated companies and months ng Schoo schools. Except for serving as a director in Kunming from the l in Wuhua Offcn training school, which is affiliated to Offcn date of the Haidia Online, Li Yongxin neither holds any full-time or signing of n Distric Letter of part-time positions nor provides consultancy at any this letter t of Commitment companies or enterprises, which conducts competitive of Li Yongxin, Lu Sept. 20, Beijin on avoiding Zhongfang businesses with the listed Company, Offcn Ltd. and their 2018 commitme g had horizontal nt been competition affiliates. I also do not directly or indirectly hold any transfe equity or shares of companies or enterprises conducting 2. The rred to transfer of the same, similar or related businesses as the listed an Kunming Company, Offcn Ltd. and its affiliates. unrela Wuhua ted 2. As of the date of signing this commitment letter, Offcn third Offcn Online and its two subordinate training schools’ Training party. School : disposals are as follow: Offcn Online conducts no Other within 12 comm education businesses (to be canceled after subordinate months itment schools transferred). Kairuier Training School in Haidian after the s are revised District of Beijing is to be transferred to an unrelated third under Regulation norma party and the transfer agreement has been signed. If the s of l transfer is not completed within 24 months since the date Implement imple ation of signing this commitment letter, I will urge Offcn Online mentat officially to cancel the Kairuier Training School in Haidian District ion promulgate of Beijing. Kunming Wuhua Offcn Training School, d and 40 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report associated with Offcn Online, has been closed and it will implement be transferred to an unrelated third party or will be ed and supporting canceled within 12 months after the revised Regulations regulations for the Implementation of the Law on the Promotion of formulated Private Education of the People’s Republic of China by relevant local (hereinafter referred to as Regulations of Implementation) education is officially promulgated and implemented and supporting authorities regulations formulated by relevant local education in accordance authorities in accordance with the revised Regulations of with the Implementation comes into effect. revised 3. As of the date of signing this commitment letter, Offcn Regulation Ltd. as the organizer intends to transfer its 100% of the s of Implement organizer’s rights of 33 private schools for non-academic ation qualifications to Li Yongxin and singed the Agreement on comes into Transfer of Organizer’s Rights of Private Schools for effect. Non-Academic Qualifications Affiliated to Beijing Offcn Education Technology Co., Ltd. Li Yongxin is willing to entrust the transferred 33 private schools for non-academic qualifications to Offcn Ltd. and signed the Trusteeship Agreement of Private Schools for Non-academic Qualifications. 4. After the completion of transaction, except for the above-mentioned cases, I promise 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 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 aboard) engage in the same, similar, related and competitive businesses with the listed Company, which includes the follows: (1) I 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 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 41 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report indirectly compete with the listed Company and its affiliates, or 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 would never use my knowledge about and the information I’m aware of the listed Company and its affiliates to assist third parties to engage, participate, or invest in businesses or projects that compete with the listed companies 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 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 commitment is anyhow unable to be fulfilled or fulfilling the commitment 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 when the commit letter 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 commitments, I, Under Zhendong, Commitment April 27, norma my close relatives, related parties, such as companies, Offcn on avoiding 2018 Long-term l Partnership horizontal enterprises or other economic organizations controlled by imple 42 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report competition myself and my close relatives, Offcn Partnership and mentat related parties, such as other enterprises or economic ion organizations controlled by Offcn Partnership, participate in no businesses which are the same, similar o or related to businesses competing with the listed Company, Offcn Ltd. and their affiliated companies and schools. Except for serving as a director at Beijing Haidian District Kairuier Training School, 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 not 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.serve as a consultant or a part-time employee in other companies or enterprises that pose competitions against the listed Company, Offcn Ltd. and its affiliates. I do not directly or indirectly hold the equity of an company or entity that runs the same, similar or relevant business engaged by the listed Company, Offcn Ltd. and its affiliates. 2.After the completion of transaction, I/Offcn Partnership promise that during the time of being shareholders 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 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 aboard) engage in the same, similar, related and competitive businesses with the listed Company, which includes the follows: I 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 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 43 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report listed Company and its affiliates, or 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. 3. I/Offcn Partnership 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, Offcn Partnership and 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 immediately notify the listed Company. After obtaining the third party’s promise, I will attempt to transfer these business opportunities to the listed Company and its affiliates. 4. I guarantee that I would never use my knowledge about and the information I’m aware of the listed Company and its affiliates to assist third parties to engage, participate, or invest in businesses or projects that compete with the listed companies and its affiliates. If I/Offcn Partnership shall be liable for all losses caused to the listed Company and its affiliates due to my/Offcn Partnership’s failure in fulfilling commitments. 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; Letter of unless it is necessary for the business development of the Commitment listed Company, any related-party transactions with the Under on reducing listed Company and its affiliates will not be conducted. norma Li Yongxin, Lu Jul. 27, l and regulating 2. After the transaction is completed, for the related-party Zhongfang 2018 Long-term imple related-party transactions which are unavoidable or reasonable to mentat transactions happen with the listed Company and its affiliates, I, my ion close relatives and other companies, enterprises or economic organizations controlled by myself and my close relatives, will sign related-party transaction agreements with the listed Company and its affiliates in accordance with the relevant laws, regulations and 44 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report regulatory documents and follow the general business principles of equality, willingness, equivalence and paid-use. The prices of related-party transactions shall be fair. Decision-making procedures, lawful information disclosure 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 accept funds, commodities, services or other assets under inequal conditions or engage in any behaviors that would damage the interests of the listed companies. 4. I will urge my close relatives and other companies, enterprises and 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 and other economic organizations controlled by myself and my close relatives violate the above commitments, the profits obtained by the violation of commitments 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 commitment is valid from the date when it 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 Letter of relatives and other companies, enterprises or other Commitment economic organizations controlled by myself, my close Under Wang on reducing relatives , Aerospace Industry or Offcn Partnership, will norma Zhendong, April 27, l Aerospace and regulating try to avoid and reduce the related-party transactions with 2018 Long-term imple Industry, Offcn the listed Company. related-party mentat Partnership transactions 2. After the transaction is completed, for the related-party ion transactions which are unavoidable or reasonable to happen with the listed Company and its affiliates, myself, my close relatives and other companies, enterprises or 45 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report economic organizations controlled by myself and my close relatives, Aerospace Industry or Offcn Partnership, will sign related-party transactionagreements with the listed Company and its affiliates in accordance with the relevant laws, regulations and regulatory documents and follow the general business principles of equality, willingness, equivalence and paid-use. The prices of related-party transactions shall be fair. Decision-making procedures, lawful information disclosure 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/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 listed companies. 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 commitments. Whether the commitments Yes are fulfilled on time Section II. The non-operating capital occupation of the listed Company by the controlling shareholder and its related parties Applicable √ Not applicable During the reporting period, there was no non-operating capital occupation of the listed Company by the controlling shareholder and its related parties. Section III. llegal Provision of Guarantees for External Parties Applicable √ Not applicable During the reporting period, there was no illegal provision of guarantees for external parties. 46 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Section IV. Appointment and dismissal of the CPA firm Has the semi-annual financial report been audited? Applicable √ Not applicable The semi-annual financial report has not been audited yet. Section V. Explanations provided by the Board of Directors and the Supervisory Committee regarding the “non-standard audit report” issued by the auditor for the reporting period Applicable √ Not applicable Section VI. Explanations provided by the Board of Directors regarding the “non-standard audit report” issued by the auditor for the last year Applicable √ Not applicable Section VII. Bankruptcy and Reorganization Applicable √ Not applicable There was no such situation for the Company during the reporting period. Section VIII. Major litigation and arbitration matters Applicable √Not applicable There is no such situation of litigation and arbitration. During the reporting period, other litigation and arbitration matters of the Company and its subsidiaries are as follows: 1. During the reporting period, the amount of litigation involved in closed cases was RMB 12.7113 million, and the actual amount of judgments in effective legal documents was approximately RMB 1.3236 million. The results of the litigation had no significant impact on the Company's operations; 2. At the end of the reporting period, the amount of litigation involved in unsettled cases was RMB 5.6326 million and the amount of litigation involved in pending cases accounted for 0.13% of the audited net assets attributable to shareholders of the listed Company in 2020, which had no significant impact on the Company's operations. Section IX. Punishment and rectification Applicable √Not applicable There is no such situation of punishment and rectification of the Company during the reporting period Section X. Integrity of the Company and its controlling shareholders and actual controllers: Applicable √Not applicable Section XI. Significant related transactions 1. Related-party transactions relevant to routine operations Applicable √Not applicable There is no such situation of related-party transactions relevant to routine operations.of the Company during the 47 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report reporting period. 2. Related party transactions arising from acquisition and sale of assets or equity Applicable √Not applicable There is no such situation of related-party transactions arising from acquisition and sale of assets or equity of the Company during the reporting period. 3. Related-party transactions of joint foreign investments Applicable √Not applicable There is no such situation of related-party transactions of joint foreign investments of the Company during the reporting period. 4. Related credit and debt transactions Applicable √Not applicable There is no such situation of Related credit and debt transactions of the Company during the reporting period. 5.Transactions with related financial companies and financial companies controlled by the Company Applicable √Not applicable No deposits, loans, credits or other financial business between the Company and the related financial companies and financial companies controlled by the Company and related parties. 6. Other significant related-party transactions Applicable √ Not applicable Section XII. Major contracts and their performance 1. Trusteeship, contracting and leasing matters (1) Trusteeship situation √Applicable Not applicable Explanations on trusteeship situation On September 20, 2018, Offcn Ltd. and Li Yongxin signed Agreement on Transfer of Organizer’s Rights of Private Schools for Non-Academic Qualifications Affiliated to Beijing Offcn Education Technology Co., Ltd.. All 100% rights of organizers as of September 20, 2018 were to be transferred to Li Yongxin. On the same day, Li Yongxin and Offcn Ltd. signed the Trusteeship Agreement of Private Schools stipulating that Li Yongxin would entrust the transferred private schools to Offcn Ltd. for management. The period of trusteeship started from the date when Li Yongxin paid all the transfer price to the day when the private schools’ 100% rights of organizers were transferred to the unrelated third party or canceled (Note: within 12 months after the revised Implementation Regulations was officially promulgated and the relevant local education authorities passed the supporting regulations in accordance with the revised Implementation Regulations, Li Yongxin transferred 100% of the owner’s rights to the unrelated third party or canceled them.) 48 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Projects with trusteeship that profits or losses reached more than 10% of the total profits of the Company Applicable √Not applicable There was no project with trusteeship that profits or losses reached more than 10% of the total profits of the Company during the reporting period. (2) Contracting situation Applicable √Not applicable There was no contracting situation of the Company during the reporting period. (3) Leasing situation There was no leasing situation of the Company during the reporting period. 2. Major guarantee Applicable √Not applicable There was no major guarantee of the Company during the reporting period. 3. Explanations on entrusted financial management √Applicable Not applicable Explanations on entrusted financial management during the reporting period Unit: RMB 10 thousands Impairment Amount of Sources of entrusted Undue Overdue amount Provision of Types entrusted financing Balance yet to be recovered Overdue financing Outstanding Funds Bank Financial Product Self-owned fund 126,155.00 14,060.00 0 0 Trust Financial Products Self-owned fund 27,000.00 17,000.00 0 0 Others Self-owned fund 999.90 999.90 0 0 Total 154,154.90 32,059.90 0 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 4.Major contract of daily business operation Applicable √Not applicable 49 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 5.Other significant contract √Applicable Not applicable 50 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Section XIII. Other significant events √Applicable Not applicable The progress of the Company’s non-public matters: The Company held the Company’s board of directors, board of supervisors, and the third extraordinary general meeting of shareholders in 2020 on November 23, 2020 and December 9, 2020, reviewed and approved the Proposal on the Company’s Compliance with the Conditions for Non-public Issuance of A Shares, Proposal on the Company’s Plan of Non-Public Issuance of A Shares, and Proposal on the Company's Proposal of Non-Public Issuance of A Shares and other proposals related to this non-public issuance. On December 30, 2020, the Company announced the Announcement on the Acceptance of Applications for Non-public Issuance of Shares by the China Securities Regulatory Commission (Announcement No.: 2020-052). On January 8, 2021, the Company announced the Notice on Receiving the First Feedback from the China Securities Regulatory Commission's Administrative Licensing Project Review (Announcement Number: 2021-002). On January 27, 2021, the Company announced the Report on the Reply to the First Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On the same day, the Company also announced the adjustments to the non-public issuance plan including the Revised Proposal for Non-public Issuance of A Shares reviewed and approved at the 17th meeting of the Fifth Board of Directors and the 14th Meeting of the Fifth Supervisory Committee. On May 18, 2021, the Company announced the Announcement on the Revised Reply to the First Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review, the Notice on Receiving the Second Feedback from the China Securities Regulatory Commission's Administrative Licensing Project Review and other documents. On May 29, 2021, the Company announced the Report on the Reply to the Second Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents. On the same day, the Company also announced the adjustments to the non-public issuance plan including the Second Revised Proposal for Non-public Issuance of A Shares reviewed and approved at the 19th meeting of the Fifth Board of Directors and the 16th Meeting of the Fifth Supervisory Committee. On June 5, 2021, the Company issued the Announcement on the Revised Reply to the Second Feedback Notice from the China Securities Regulatory Commission Administrative Licensing Project Review and other documents. 51 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report On June 16, 2021, the Company ’ s non-public matters were reviewed and approved by the Issuance Review Committee of the China Securities Regulatory Commission. Regarding the follow-up progress of the Company's non-public issuance of shares, the Company will perform its information disclosure obligations in a timely manner in accordance with the requirements of relevant laws and regulations. For other important announcements, please refer to the following statements and indexes: Date of Name of announcement Website of announcement disclosure disclosure Announcement on the Reply to the First Feedback Notice from the China Securities Regulatory Commission Administrative 2021/1/27 CNINFO(http://www.cninfo.com.cn) Licensing Project Review Announcement on the Non-Public Issuance of A shares to Dilute Immediate Returns, the Company's Remedial Measures 2021/1/27 CNINFO(http://www.cninfo.com.cn) and Commitments of Related Entities (revised draft) Announcement on Adjustment to the Plan of Non-Public 2021/1/27 CNINFO(http://www.cninfo.com.cn) Issuance of A Shares Informative Announcement on the Listing and Circulation of 2021/1/29 CNINFO(http://www.cninfo.com.cn) Some Restricted Shares Special Note on No Profit Distribution in 2020 2021/4/29 CNINFO(http://www.cninfo.com.cn) Announcement on the Expected Daily Connected Transaction 2021/4/29 CNINFO(http://www.cninfo.com.cn) Quota in 2021 Announcement on the Company and Its Subsidiaries Using 2021/4/29 CNINFO(http://www.cninfo.com.cn) Their Own Funds for Cash Management Announcement on the Confirmation of the Company's Directors, Supervisors and Senior Executives’ Remuneration 2021/4/29 CNINFO(http://www.cninfo.com.cn) Plan in 2021 Announcement on Changes in Accounting Policies 2021/4/29 CNINFO(http://www.cninfo.com.cn) Announcement on the Renewal of Hiring the Accounting Firm 2021/4/29 CNINFO(http://www.cninfo.com.cn) Announcement on the Company and Its Subsidiaries Applying 2021/4/29 CNINFO(http://www.cninfo.com.cn) for a General Credit Limit From the Bank Announcement on the Difference Between Actual Net Profit and Committed net Profit of Beijing Offcn Education 2021/4/29 CNINFO(http://www.cninfo.com.cn) Technology Co., Ltd. in 2020 Announcement on the Revised Reply to the First Feedback Notice from the China Securities Regulatory Commission 2021/5/18 CNINFO(http://www.cninfo.com.cn) Administrative Licensing Project Review 52 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Announcement on Receiving the Second Feedback Notice from the China Securities Regulatory Commission's Administrative 2021/5/18 CNINFO(http://www.cninfo.com.cn) Licensing Project Review Announcement on the Reply to the Second Feedback Notice from the China Securities Regulatory Commission 2021/5/29 CNINFO(http://www.cninfo.com.cn) Administrative Licensing Project Review Announcement on the Non-Public Issuance of A shares to Dilute Immediate Returns, the Company's Remedial Measures 2021/5/29 CNINFO(http://www.cninfo.com.cn) and Commitments of Related Entities (2nd revised draft) Announcement on Adjustment to the Plan of Non-Public Issuance of A Shares 2021/5/29 CNINFO(http://www.cninfo.com.cn) Announcement on the addition of provisional proposal and supplementary notice to the 2020 Annual General Meeting of 2021/6/3 CNINFO(http://www.cninfo.com.cn) Shareholders of the Company Announcement on the Revised Reply to the Second Feedback Notice from the China Securities Regulatory Commission 2021/6/5 CNINFO(http://www.cninfo.com.cn) Administrative Licensing Project Review Announcement on the Analysis of the Impact of Amendment to the Regulations for the Implementation of the Law on the 2021/6/9 CNINFO(http://www.cninfo.com.cn) Promotion of Private Education on Offcn Edu Announcement on the Approval of Non-Public Issuance of A Shares by the Issuance Review Committee of China Securities 2021/6/16 CNINFO(http://www.cninfo.com.cn) Regulatory Commission Section XIV. Significant events of the Company’s subsidiaries Applicable √Not applicable 53 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 7 Share Changes and Shareholders Section I. Changes in Shares 1. Changes in Shares Unit: share(s) Before Change Increase or Decrease (+ or -) After Change Conversion of New Number of Bonus equity Number of Proportion shares Other Subtotal Proportion shares shares reserves shares issued into share capital 1. Shares with trading restrictions 5,419,759,990 87.88% -894,908,104 -894,908,104 4,524,851,886 73.37% (1) Shares held by state (2) Shares held by state-owned legal person (3) Other shares held by domestic 5,419,759,990 87.88% -894,908,104 -894,908,104 4,524,851,886 73.37% capital Of which: shares held by domestic 534,706,341 8.67% -445,588,618 -445,588,618 89,117,723 1.44% legal person Shares held by domestic 4,885,053,649 79.21% -449,319,486 -449,319,486 4,435,734,163 71.92% natural person (4) Shares held by overseas capital Of which: shares held by overseas legal person Shares held by overseas natural person 2. Shares without trading 747,639,399 12.12% 894,908,104 894,908,104 1,642,547,503 26.63% restrictions (1) RMB ordinary shares 747,639,399 12.12% 894,908,104 894,908,104 1,642,547,503 26.63% (2) Domestic - listed shares for oversea investors (3) Foreign - listed shares for overseas investors (4) Other 3. Total number of shares 6,167,399,389 100.00% 0 0 6,167,399,389 100.00% Reasons for changes in shares √Applicable □ Not applicable The sales restrictions on part of the shares issued by the major asset restructuring were released on February 1, 2021 and the locked shares of the senior executives changed during the reporting period. 54 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Approval of changes in shares □ Applicable √ Not applicable Transfer of share changes □ Applicable √ Not applicable Implementation progress of share repurchase □ Applicable √ Not applicable Progress in the implementation of the centralized bidding method to reduce the shareholding repurchase □ Applicable √ Not applicable The impact of share changes on financial indicators such as basic earnings per share and diluted earnings per share, net assets per share attributable to the Company’s ordinary shareholders, etc. in the most recent year and the most recent period □ Applicable √ Not applicable Other content that the Company deems necessary or required by the securities regulatory agency to disclose □ Applicable √ Not applicable 2. Changes in shares with sales restrictions: √ Applicable □ Not applicable Unit: share(s) Number of Number of Number of Number of shares with shares with shares with shares with Date of sales Name of sales sales sales releasing restrictions Reasons for sales restrictions shareholder restrictions restrictions restrictions restrictions on at the released in increased in at the end of sales beginning of the period the period the period the period Sales restriction commitment on shares from major replacement of February 1, Wang Zhendong 962,471,418 234,535,429 0 727,935,989 assets and issuance for assets 2021 purchase Beijing Aerospace Industry Sales restriction commitment on shares from major replacement of February 1, Investment 267,353,171 267,353,171 0 0 assets and issuance for assets 2021 Fund(Limited purchase Partners) 55 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Beijing Guangyin Sales restriction commitment on Venture shares from major replacement of February 1, 178,235,447 178,235,447 0 0 Investment Center assets and issuance for assets 2021 purchase (Limited Partners) Sales restriction commitment on shares from major replacement of Yang Shaofeng 48,123,570 48,123,570 0 0 February 1, assets and issuance for assets 2021 purchase Sales restriction commitment on shares from major replacement of February 1, Zhang Zhian 48,123,570 48,123,570 0 0 assets and issuance for assets 2021 purchase Sales restriction commitment on shares from major replacement of February 1, Guo Shihong 48,123,570 12,030,893 0 36,092,677 assets and issuance for assets 2021 purchase Sales restriction commitment on shares from major replacement of February 1, Zhang Yongsheng 48,123,570 12,030,893 0 36,092,677 assets and issuance for assets 2021 purchase Sales restriction commitment on shares from major replacement of February 1, Liu Bin 48,123,570 48,123,570 0 0 assets and issuance for assets 2021 purchase Allocation of transferrable quota Li Yongxin 1,131,415,121 46,351,561 0 1,085,063,560 — between trusteeship units Total 2,780,093,007 894,908,104 0 1,885,184,903 — — Section II. Issuance and listing of securities □ Applicable √ Not applicable Section III. Numbers of Shareholders and Shareholdings Unit: Share(s) Total number of shareholders with Total number of preferred shareholders ordinary shares at the end of the 87,198 with voting rights restored at the end of the 0 reporting period reporting period (if any) (See Note 8) Shareholders with over 5% ordinary shares or top 10 ordinary shareholders Name of Nature of Sharehol Total ordinary Increase and Number of Number of Pledged or Frozen 56 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Shareholder shareholder ding shares held at the decrease of ordinary shares ordinary shares Percenta end of the shares during held with sales held without Number of Status of shares ge (%) reporting period the reporting restrictions sales shares period restrictions Lu Zhongfang Domestic natural person 41.36% 2,550,549,260 0 2,550,549,260 0 Pledged 450,000,000 Li Yongxin Domestic natural Person 18.35% 1,131,415,121 0 1,085,063,560 46,351,561 Pledged 423,501,561 Wang Zhendong Domestic natural person 15.51% 956,447,318 -6,024,100 727,935,989 228,511,329 Pledged 250,089,966 Beijing Aerospace Industry Domestic non-state- Investment 4.24% 261,280,477 -6,072,694 0 261,280,477 owned legal person Fund(Limited Partnership) Beijing Kerui Domestic Venture Investment non-state-owned legal 1.44% 89,117,723 0 89,117,723 0 Center(Limited person Partnership) Beijing Offcn Future Information Domestic Consulting non-state-owned legal 1.30% 80,000,000 0 0 80,000,000 Center(Limited person Partnership) Zhou Xiayun Domestic natural person 1.28% 78,848,640 0 0 78,848,640 Pledged 48,500,000 Zhou Hui Domestic natural person 1.17% 72,277,920 0 0 72,277,920 Pledged 12,410,000 Beijing Guangyin Domestic Venture Investment non-state-owned legal 1.04% 64,355,896 -113,879,551 0 64,355,896 Center (Limited person Partnership) Hong Kong Securities Clearing Overseas legal person 1.04% 63,981,550 -55,267,239 0 63,981,550 Co.,Ltd. Strategic Investors or Ordinary Legal Persons Become the Top 10 Shareholders with No Ordinary Shares by the replacement of New Shares Description of the Above-mentioned The Company's controlling shareholder and actual controller Lu Zhongfang and Li Yongxin are in a parent-child 57 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Shareholders’ Relationship or Concerted relationship. Lu Zhongfang, Li Yongxin, and Beijing Offcn Future Information Consulting Center (Limited Action Partnership) constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son relationship. It is unknown whether there is an associated relationship among the above-mentioned other shareholders, and whether the above-mentioned shareholders belong to the parties acting in concert as stipulated in the Administrative Measures on Disclosure of Information Disclosure of Shareholding Changes in Listed Companies. Explanation of the above-mentioned shareholders’entrusting/entrusted voting N/A rights and waiver of voting rights \Description of top 10 shareholders with ordinary Shares without sales restrictions Number of ordinary shares without sales restrictions at the end of the Type Name of Shareholder reporting period Type Quantities RMB ordinary Wang Zhendong 228,511,329 228,511,329 shares Beijing Aerospace Industry Investment Fund RMB ordinary 261,280,477 261,280,477 (Limited Partnership) shares Beijing Offcn Future Information Consulting RMB ordinary 80,000,000 80,000,000 Center (Limited Partnership) shares RMB ordinary Zhou Xiayun 78,848,640 78,848,640 shares RMB ordinary Zhou Hui 72,277,920 72,277,920 shares Beijing Guangyin Venture Investment Center RMB ordinary 64,355,896 64,355,896 (Limited Partnership) shares RMB ordinary Hong Kong Securities Clearing Co.,Ltd. 63,981,550 63,981,550 shares RMB ordinary Zhou Li 48,185,280 48,185,280 shares RMB ordinary Li Yongxin 46,351,561 46,351,561 shares China Merchants Bank-Bank of RMB ordinary Communications Schroder New Growth 43,815,910 43,815,910 shares Hybrid Securities Investment Fund Description of the relationship or concerted The company's controlling shareholder and actual controller Lu Zhongfang and Li Yongxin are in a parent-child action among the top 10 shareholders of relationship. Lu Zhongfang, Li Yongxin, and Beijing Offcn Future Information Consulting Center (Limited ordinary shares without restrictions on , and Partnership) constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son relationship. It is 58 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report between the top 10 shareholders of ordinary unknown whether there is an associated relationship among the above-mentioned other shareholders, and shares without restriction and the top 10 whether the above-mentioned shareholders belong to the parties acting in concert as stipulated in the shareholders of ordinary shares Administrative Measures on Disclosure of Information Disclosure of Shareholding Changes in Listed Companies. Description of the Top 10 Ordinary Shareholders Participating in the Margin N/A trading(if any) Whether the company’s top 10 ordinary shareholders and top 10 ordinary shareholders without restrictions conducted agreed repurchase transactions during the reporting period □ Yes √ No The company’s top 10 ordinary shareholders and top 10 ordinary shareholders without restrictions didn’t conduct agreed repurchase transactions during the reporting period Section IV. Changes in shares held by directors, supervisors and senior executives √ Applicable □ Not applicable Quantity of Quantity Of Other Quantity of Shares held at Quantity of restricted Quantity of shares increased or restricted Tenure the beginning of shares held at the shares granted restricted shares Name Title increased in decreased shares granted status the period end of the period at the granted in the current changes at the end of (share) (share) beginning of current period period (share) (share) the period the period Director, Wang general Incumbent 962,471,418 0 6,024,100 956,447,318 0 0 0 Zhendong manager Total -- -- 962,471,418 0 6,024,100 956,447,318 0 0 0 Section V. Change of controlling shareholder or actual controller Change of controlling shareholder in the reporting period Applicable √ Not applicable Controlling shareholder did not change during the reporting period. Change of actual controller during the reporting period Applicable √ Not applicable The actual controller did not change during the reporting period. 59 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 8 Preferred Shares □ Applicable √ Not applicable There were no preferred shares during the reporting period. 60 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Chapter 9 Corporate Bonds □ Applicable √ Not applicable 61 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Chapter 10 Financial Statements Section I. Auditor’s Report Whether audit has been performed on this semi-annual financial report. □ Yes √ No The Company’s 2021 semi-annual financial report has not been audited. Section II. Financial Statement The unit of statement in financial notes is : RMB 1. Consolidated Balance Sheet Company: Offcn Education Technology Co., Ltd. June 30, 2021 Unit: RMB Item June 30, 2021 December 31, 2020 Current assets: Monetary funds 3,560,568,685.18 5,950,395,089.12 Settlement reserve Lendings Transactional financial assets 178,565,832.93 983,205,858.25 Derivative financial assets Notes receivable Accounts receivable 32,423,539.80 21,493,637.66 Receivables financing Prepayments 1,540,010.00 2,204,120.00 Premium receivable Accounts receivable reinsurance Reserve for reinsurance receivable contracts Other receivables 382,044,846.69 304,318,966.20 Including:interest receivable Dividend receivable Buying back the sale of financial assets Inventory Contract assets 62 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Assets held-for-sale Non-current assets due within one year 20,027,866.69 1,985,873,462.75 Other current assets 988,720,230.46 175,179,650.61 Total current assets 5,163,891,011.75 9,422,670,784.59 Non-current assets: Loans and advances Debt investment Other debt investment Long-term receivables Long-term equity investment Other equity investment 152,800,000.00 152,800,000.00 Other non-current financial assets 210,299,205.48 208,450,315.01 Investment property 657,723,948.43 668,014,515.82 Fixed assets 1,580,386,983.37 1,612,792,592.67 Construction in progress 256,986,886.10 214,248,125.04 Productive biological assets Oil and gas assets Right-of-use asset 1,345,123,513.84 Intangible assets 515,387,722.09 426,352,455.75 Development expenditure Goodwill 99,867,720.38 99,867,720.38 Long-term prepaid expenses 403,141,170.81 440,955,377.93 Deferred tax assets 21,841,285.69 21,606,436.77 Other non-current assets 3,763,316,852.36 1,151,091,703.31 Total non-current assets 9,006,875,288.55 4,996,179,242.68 Total assets 14,170,766,300.30 14,418,850,027.27 Current liabilities: Short-term loan 3,875,201,272.25 3,976,019,329.22 Borrowing from the central bank Borrowings from banks and other financial institutions Transactional financial liabilities Derivative financial liabilities Notes payable 63 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Accounts payable 149,870,791.22 211,824,402.86 Deposit received Contract liabilities 4,228,504,433.91 4,925,428,309.33 Financial assets sold for repurchase Absorbing deposits and interbank deposits Acting trading securities Acting underwriting securities Payroll payable 371,640,434.73 637,448,433.99 Taxes payable 43,165,616.53 131,111,770.78 Other payable 51,658,574.07 9,479,383.03 Including:interest payable Dividend payable Fees and commissions payable Reinsurance accounts payable Liabilities held-for-sale Non-current liabilities due within one year 507,142,087.47 Other current liabilities 126,855,133.02 147,765,156.66 Total current liabilities 9,354,038,343.20 10,039,076,785.87 Non-current liabilities: Insurance contract reserve Long-term loan Bonds payable Bonds payable_preferred stock Bonds payable_perpetual bond Lease liability 534,044,069.15 Long-term payables Long-term salary payable Estimated liabilities Deferred income Deferred tax liability 104,752,688.88 104,677,444.59 Other non-current liabilities Total non-current liabilities 638,796,758.03 104,677,444.59 Total Liabilities 9,992,835,101.23 10,143,754,230.46 Owners' equity: 64 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Share capital 103,807,623.00 103,807,623.00 Other equity instruments Other equity instruments_preferred stock Other equity instruments_perpetual bond Capital reserve 1,225,481,049.50 1,225,481,049.50 Less:Treasury stock Other comprehensive income 30,000,000.00 30,000,000.00 Special reserve Surplus reserves 45,000,000.00 45,000,000.00 General risk preparation Undistributed profits 2,773,676,611.67 2,870,839,120.70 Total owner's equity attributable to the parent company 4,177,965,284.17 4,275,127,793.20 Minority shareholders' equity -34,085.10 -31,996.39 Owners' equity 4,177,931,199.07 4,275,095,796.81 Liabilities and owner's equity 14,170,766,300.30 14,418,850,027.27 Legal representative: Wang Zhendong Person in charge of accounting: Shi Lei Head of accounting department: Luo Xue 2. Parent company balance sheet Unit: RMB Item June 30, 2021 December 31, 2020 Current assets: Monetary funds 111,675,390.64 56,138,356.37 Transactional financial assets 1,653,627.28 1,630,453.37 Derivative financial assets Notes receivable Accounts receivable 21,668,679.91 14,792,320.38 Receivables financing Prepayments Other receivables 528,158,760.42 621,900,443.29 Including:interest receivable Dividend receivable Inventory Contract assets Assets held-for-sale 65 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Non-current assets due within one year Other current assets Total current assets 663,156,458.25 694,461,573.41 Non-current assets: Debt investment Other debt investment Long-term receivables Long-term equity investment 18,582,307,907.14 18,582,307,907.14 Other equity investment 152,800,000.00 152,800,000.00 Other non-current financial assets Investment property 376,285,034.81 384,641,527.88 Fixed assets 379,420,929.98 383,060,000.00 Construction in progress 72,569,103.57 72,569,103.57 Productive biological assets Oil and gas assets Right-of-use assets Intangible assets Development expenditure Goodwill Long-term prepaid expenses Deferred tax assets 20,720,161.43 20,529,151.44 Other non-current assets 501,095,111.10 501,095,111.10 Total non-current assets 20,085,198,248.03 20,097,002,801.13 Total assets 20,748,354,706.28 20,791,464,374.54 Current liabilities: Short-term loan 1,301,276,472.26 871,083,875.00 Transactional financial liabilities Derivative financial liabilities Notes payable Accounts payable 83,621,752.26 83,621,752.26 Deposit received Contract liabilities Payroll payable Taxes payable 1,448,248.34 1,437,291.71 66 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Other payable 6,933,161.99 446,606,530.72 Including:interest payable Dividend payable Liabilities held-for-sale Non-current liabilities due within one year Other current liabilities Total current liabilities 1,393,279,634.85 1,402,749,449.69 Non-current liabilities: Long-term loan Bonds payable Bonds payable_preferred stock Bonds payable_perpetual bond Lease liability Long-term payables Long-term salary payable Estimated liabilities Deferred income Deferred tax liability 10,013,406.82 10,007,613.34 Other non-current liabilities Total non-current liabilities 10,013,406.82 10,007,613.34 Total Liabilities 1,403,293,041.67 1,412,757,063.03 Owners' equity: Share capital 6,167,399,389.00 6,167,399,389.00 Other equity instruments Other equity instruments_preferred stock Other equity instruments_perpetual bond Capital reserve 12,775,326,370.33 12,775,326,370.33 Less:Treasury stock Other comprehensive income 30,000,000.00 30,000,000.00 Special reserve Surplus reserves 387,458,806.65 387,458,806.65 Undistributed profits -15,122,901.37 18,522,745.53 Owners' equity 19,345,061,664.61 19,378,707,311.51 Liabilities and owner's equity 20,748,354,706.28 20,791,464,374.54 67 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report 3. Consolidated Income Statement Unit: RMB Item First half year of 2021 First half year of 2020 I. Total operating income 4,855,998,263.50 2,807,980,480.60 Including:operating income 4,855,998,263.50 2,807,980,480.60 Interest income Premium earned Fee and commission income II. Total operating costs 5,085,316,223.70 3,244,547,876.16 Including:operating cost 2,684,951,238.24 1,452,611,180.39 Interest expense Fee and commission expenses Surrender money Net reimbursement expenditure Withdrawal of net insurance liability contract reserves Policyholder dividend expenses Reinsurance expenses Taxes and surcharges 15,817,550.99 6,277,633.04 Sales expenses 975,972,472.83 700,817,453.92 Management expenses 607,894,812.80 518,959,454.14 R&D expenses 542,875,812.43 383,227,531.01 Financial expenses 257,804,336.41 182,654,623.66 Including:interest expenses 126,914,597.79 85,130,012.11 Interest income 24,674,100.13 2,889,907.48 Add:other income 63,597,930.11 84,454,707.44 Investment income (Loss is listed with “-”) 61,423,487.06 128,818,126.44 Including:investment income from associates and joint ventures Derecognition income of financial assets measured at amortized cost Exchange earnings (Loss is listed with “-”) Net exposure hedge income (Loss is listed with “-”) Fair value change income (Loss is listed with “-”) 9,068,865.15 Expected credit loss (Loss is listed with “-”) -1,449,153.75 -770,761.79 Asset impairment loss (Loss is listed with “-”) 68 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Asset disposal income (Loss is listed with “-”) -168,828.03 162,043.59 III. Operating profit (Loss is listed with “-”) -96,845,659.66 -223,903,279.88 Add:non-operating income 37,698.84 20,148.00 Less:non-operating expenses 349,054.25 93,502.28 IV. Total profit (The total loss is listed with “-”) -97,157,015.07 -223,976,634.16 Less:income tax expenses 7,582.67 9,055,694.44 V. Net profit (Net loss is listed with “-”) -97,164,597.74 -233,032,328.60 i. Classified by business continuity 1.Net profit from continuing operations (Net loss is listed with “-”) -97,164,597.74 -233,032,328.60 2.Net profit from discontinued operations (Net loss is listed with “-”) ii. Classification by ownership 1. Net profit attributable to the owner of the parent company -97,162,509.03 -233,026,645.16 2. Minority shareholders' gains and losses -2,088.71 -5,683.44 VI. Net other comprehensive income Net other comprehensive income attributable to the parent company owner i. Other comprehensive income that cannot be reclassified into profit or loss 1. Changes from the remeasurement of the defined benefit plan 2. Other comprehensive income that cannot be transferred to profit or loss under the equity method 3. Changes in fair value of other equity instruments 4. Changes in fair value of the company's own credit risk 5. Other ii. Other comprehensive income that will be reclassified into profit or loss 1. Other comprehensive income of convertible profit and loss under the equity method 2. Changes in fair value of other debt investments 3. Financial assets reclassified into other comprehensive income 4. Credit impairment provisions of other debt investment 5. Cash flow hedge reserve 6. Foreign currency financial statement translation difference 7.Other Net other comprehensive income attributable to minority shareholders VII. Total comprehensive income -97,164,597.74 -233,032,328.60 Total comprehensive income attributable to owners of the parent -97,162,509.03 -233,026,645.16 69 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Total comprehensive income attributable to minority shareholders -2,088.71 -5,683.44 VIII. Earnings per share: i. Basic earnings per share -0.02 -0.04 ii.Diluted earnings per share -0.02 -0.04 If a business combination under the same control occurs in the current period, the net profit realized by the combined party before the combination is: RMB 0.00. The net profit realized by the combined party in the previous period was: RMB 0.00. Legal representative: Wang Zhendong Person in charge of accounting: Shi Lei Head of accounting department: Luo Xue 4. Parent company income statement Unit: RMB Item First half Year of 2021 First half Year of 2020 I. Operating income 7,278,174.71 7,276,570.86 Less:operating cost 5,632,943.03 5,667,932.11 Taxes and surcharges 2,217,898.16 2,120,841.35 Sales expenses Management expenses 10,918,194.18 2,930,657.06 R&D expenses Financial expenses 22,843,885.71 10,672,898.30 Including:interest expenses 22,918,691.67 10,703,779.17 Interest income 87,954.96 43,607.28 Add:other income 138,234.55 474,801.04 Investment income(Loss is listed with “-”) 1,330,502.21 Including: investment income from associates and joint ventures Derecognition income of financial assets measured at amortized cost Net exposure hedge income (Loss is listed with “-”) Fair value change income (Loss is listed with “-”) 23,173.91 Expected credit loss (Loss is listed with “-”) -764,039.94 -382,019.97 Asset impairment loss (Loss is listed with “-”) Asset disposal income (Loss is listed with “-”) -223,987.77 II.Operating profit(Loss is listed with “-”) -33,830,863.41 -14,022,976.89 Add: non-operating income Less: non-operating expenses III. Total profit(The total loss is listed with “-”) -33,830,863.41 -14,022,976.89 70 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Less:income tax expenses -185,216.51 -95,504.99 IV. Net profit(Net loss is listed with “-”) -33,645,646.90 -13,927,471.90 i. Net profit from continuing operations(Net loss is listed with “-”) -33,645,646.90 -13,927,471.90 ii. Net profit from discontinued operations(Net loss is listed with “-”) V. Net other comprehensive income i. Other comprehensive income that cannot be reclassified into profit or loss 1.Changes from the remeasurement of the defined benefit plan 2.Other comprehensive income that cannot be transferred to profit or loss under the equity method 3.Changes in fair value of other equity instruments 4.Changes in fair value of the company's own credit risk 5.Other ii. Other comprehensive income that will be reclassified into profit or loss 1.Other comprehensive income of convertible profit and loss under the equity method 2.Changes in fair value of other debt investments 3.Financial assets reclassified into other comprehensive income 4.Credit impairment provisions of other debt investment 5.Cash flow hedge reserve 6.Foreign currency financial statement translation difference 7.Other VI. Total comprehensive income -33,645,646.90 -13,927,471.90 VII. Earnings per share: ⅰ Basic earnings per share ⅱ Diluted earnings per share 5. Consolidated cash flow statement Unit: RMB Item First half Year of 2021 First half Year of 2020 I. Cash flow from operating activities: Cash received from the sale of goods and services 4,268,598,303.00 7,685,015,351.32 Net increase in customer deposits and interbank deposits Net increase in borrowing from central bank 71 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Net increase in funds borrowed from other financial institutions Cash received from the original insurance contract premium Net cash received from reinsurance business Net increase in policyholders’ deposits and investment funds Cash charged with interest, handling fees and commissions Net increase in funds borrowed in Net increase in repurchase funds Net cash received from agent buying and selling of securities Tax refund Other cash received related to other business activities 55,211,569.96 14,139,064.39 Subtotal of cash inflow from operating activities 4,323,809,872.96 7,699,154,415.71 Cash paid for the purchase of goods and services 965,750,873.57 519,654,701.91 Net increase in customer loans and advances Net increase in deposit of central bank and interbank Cash paid for the original insurance contract Net increase in borrowed funds Cash paid for interest, handling fees and commissions Cash paid for policy dividends Cash paid to and for employees 3,545,895,731.44 2,295,211,119.61 Various taxes paid 192,705,882.06 199,637,364.28 Other cash paid for business activities 558,548,843.84 620,975,725.72 Subtotal of cash outflows from business activities 5,262,901,330.91 3,635,478,911.52 Net cash flow from operating activities -939,091,457.95 4,063,675,504.19 II. Cash flows from investing activities: Cash received from investment recovery 7,306,410,000.00 17,567,171,173.89 Cash received from investment income 220,793,791.47 91,865,286.31 Net cash received from disposal of fixed assets, intangible assets and -168,828.03 162,043.59 other long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received related to investing activities Subtotal of cash inflows from investment activities 7,527,034,963.44 17,659,198,503.79 Cash paid for the purchase and construction of fixed assets, intangible 2,800,021,379.76 844,329,065.33 assets and other long-term assets Cash paid for investment 5,584,550,000.00 17,970,288,090.00 72 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Net increase in pledge loans Net cash paid for r acquiring subsidiaries and other business units Other cash paid related to investing activities Subtotal of cash outflows from investment activities 8,384,571,379.76 18,814,617,155.33 Net cash flows from investing activities -857,536,416.32 -1,155,418,651.54 III. Cash flow from financing activities: Cash received from investment absorption Including:cash received from subsidiaries in absorbing minority shareholders' investment Cash received from the loan 2,769,000,000.00 2,320,000,000.00 Other cash received related to fundraising activities Subtotal of cash inflows from financing activities 2,769,000,000.00 2,320,000,000.00 Cash paid for debt repayment 2,867,000,000.00 1,730,000,000.00 Cash paid for dividends, profits or interest payments 103,069,077.75 1,556,459,462.95 Including:dividends and profits paid by subsidiaries to minority shareholders Other cash paid related to financing activities 392,129,451.92 333,478.85 Subtotal of cash outflows from financing activities 3,362,198,529.67 3,286,792,941.80 Net cash flow from financing activities -593,198,529.67 -966,792,941.80 IV. Effect of the changes of the exchange rate on cash and the equivalents V. Net increase in cash and cash equivalents -2,389,826,403.94 1,941,463,910.85 Add:balance of cash and cash equivalents at the beginning of the 5,950,036,489.12 2,724,335,001.58 period VI. Balance of cash and cash equivalents at the end of the period 3,560,210,085.18 4,665,798,912.43 6. Parent company cash flow statement Unit: RMB Item First half Year of 2021 First half Year of 2020 I. Cash flow from operating activities: Cash received from the sale of goods and services Tax refund Other cash received related to other business activities 3,566,724.42 1,748,092.19 Subtotal of cash inflow from operating activities 3,566,724.42 1,748,092.19 Cash paid for the purchase of goods and services Cash paid to and for employees 73 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Various taxes paid 2,398,724.13 2,606,189.88 Other cash paid for business activities 354,011,436.05 707,635,847.22 Subtotal of cash outflows from business activities 356,410,160.18 710,242,037.10 Net cash flow from operating activities -352,843,435.76 -708,493,944.91 II. Cash flows from investing activities: Cash received from investment recovery 1,600,000.00 Cash received from investment income 1,330,502.21 1,700,000,000.00 Net cash received from disposal of fixed assets, intangible assets and -223,987.77 other long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received related to investing activities Subtotal of cash inflows from investment activities 2,706,514.44 1,700,000,000.00 Cash paid for the purchase and construction of fixed assets, intangible 300,000,000.00 assets and other long-term assets Cash paid for investment 1,600,000.00 1,500,000.00 Net cash paid for acquiring subsidiaries and other business units Other cash paid related to investing activities Subtotal of cash outflows from investment activities 1,600,000.00 301,500,000.00 Net cash flows from investing activities 1,106,514.44 1,398,500,000.00 III. Cash flow from financing activities: Cash received from investment absorption Cash received from the loan 1,000,000,000.00 800,000,000.00 Other cash received related to fundraising activities Subtotal of cash inflows from financing activities 1,000,000,000.00 800,000,000.00 Cash paid for debt repayment 570,000,000.00 Cash paid for dividends, profits or interest payments 22,726,044.41 1,489,922,632.52 Other cash paid related to financing activities 333,478.85 Subtotal of cash outflows from financing activities 592,726,044.41 1,490,256,111.37 Net cash flow from financing activities 407,273,955.59 -690,256,111.37 IV. Effect of the changes of the exchange rate on cash and the equivalents V. Net increase in cash and cash equivalents 55,537,034.27 -250,056.28 Add:balance of cash and cash equivalents at the beginning of the 55,780,356.37 6,931,803.33 period VI. Balance of cash and cash equivalents at the end of the period 111,317,390.64 6,681,747.05 74 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report 7. Consolidated Statement of Changes in Owners’ Equity Current Amount Unit: RMB 75 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Amount of the previous period Unit: RMB 76 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report 8、Statement of Changes in Equity of the Company’s Owners Current Amount Unit RMB 77 Offcn Education Technology Co., Ltd. 2020 Semi-Annual Report Amount of the previous period Unit: RMB 78 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Section III. General Information 1. Overview of the Company Offcn Education Technology Co., Ltd. (hereinafter referred to as the “Company” or “the Company”) was formerly known as Yaxia Automobile Co., Ltd. (hereinafter referred to as “Yaxia Auto”). Yaxia Auto, a limited company established by Wuhu Yaxia Industrial Co., Ltd obtained the Enterprise Business License of Enterprise Legal Person No. 3402012104768 issued by Wuhu Administration for Industry and Commerce on November 30, 2006. Yaxia Auto was approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) for The approval of the initial public offering of Wuhu Yaxia Automobile Co., Ltd. (CSRC License [2011] No. 1046) and issued RMB 22 million ordinary shares to the public and traded on the Shenzhen Stock Exchange in August 2011. The controlling shareholder is Anhui Yaxia Industrial Co., Ltd. (hereinafter referred to as “Yaxia Industrial”). On July 1, 2016, the Company obtained the No. 91340200711040703A “Enterprise Business License of Enterprise Legal Person” issued by Wuhu Administration for Industry and Commerce. In accordance with the resolution of the 3rd Extraordinary General Meeting of Yaxia Auto in 2018 and the resolution of the 24th Board Meeting of the 4th Board of Directors, and approved by China Securities Regulatory Commission’s The approval of major asset restructuring of Yaxia Automobile Co., Ltd. and the issuance of shares to Lu Zhongfang and others for asset purchase (Securities Regulatory Commission [2018] No. 1975), Yaxia Auto swapped all assets and liabilities (“exchange-out assets”) as of the assessment date, excluding the retained assets that do not constitute business, with the equivalent portion (“exchange-in assets”) of 100.00% of the equity in Beijing Offcn Education Technology Co., Ltd. (hereinafter referred to as “Offcn Ltd.”) respectively held by 11 transaction counter-parties including Li Yongxin, and paid the difference between the exchange-out assets and the exchange-in assets by issuing shares. On December 27, 2018, Yaxia Auto and the counterpart Yaxia Industrial signed the Confirmation of Delivery of Exchange-out Assets. The delivery date of the exchange-out assets was December 27, 2018. And from the date of delivery, Yaxia Auto and the counterpart would complete the delivery obligations, regardless of whether the delivery, ownership change registration or filing procedures of exchange-out assets (including but not limited to land use rights, housing ownership, intellectual property rights and qualifications, licenses, other intangible assets, etc.) is actually completed; the ownership of the exchange-out assets belongs to Yaxia Industrial, and all the rights, obligations, responsibilities and risks related to the disposed assets (including contingent liabilities and implicit liabilities) are owned and undertaken by Yaxia Industrial, which has the completely exclusive actual control and disposal rights over the exchange-out assets, while Yaxia Auto no longer has any actual rights. On the same day, Offcn Ltd. completed the registration procedures for industrial and commercial changes on the matters of shareholder change. After the completion of this alteration, Yaxia Auto holds a 100.00% stake in Offcn Ltd., and accordingly, Li Yongxin and Lu Zhongfang become the controlling shareholder and actual controller of the Company. On February 2, 2019, Yaxia Auto changed its name and its business scope. 79 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report On January 23, 2019, the registration procedures for the transfer of shares of the Company and the new shares of the Company related to the restructuring transaction were completed. As of June 30, 2021, the Company's share capital was RMB 6,167,399,389.00. Unified social credit code: 91340200711040703A Company residence: Yaxia Automobile City, Yijiang North Road, Jiujiang District, Wuhu City, Anhui Province Headquarters Address: Hanhua Century Building B, Xueqing Road 23, Haidian District, Beijing Nature of business: Education Nature of customer: Mainly natural persons Business Scope: engaged in technology development, technical services, technology promotion, technology transfer, technical consulting and the business of education and training (reserved to branches) in the field of education and technology; holding exhibitions; organizing cultural and artistic exchange activities (excluding performances); offering conference services and consulting services of enterprise management. (Projects subject to approval according to the law can be carried out under the approval of the relevant departments) The Financial Statements were approved by the Board of Directors of the Company on August 30, 2021. 2. The scope of the consolidated financial statements The consolidated scope of the consolidated financial statements of the Company is determined on a control basis, including the financial statements of the Company and all subsidiaries. A subsidiary is an enterprise or entity controlled by the Company. The scope of the consolidated financial statements is detailed in Note IX (1) “Interest in subsidiaries” of this report; changes in the scope of consolidated financial statements are detailed in Note VIII. “Changes in the Consolidated Scope” of this report. Section IV. Basis for Preparation of Financial Statements 1. Basis of preparation The financial statements are prepared on a going concern basis, according to the actual transactions and the relevant provisions of the Accounting Standards for Business Enterprises (collectively referred to as the “CASs”), and based on the important accounting policies and accounting estimates described below. 2. Going concern The Company evaluated the ability to continue operations for 12 months from the end of the reporting period and did not find any matters and situations that may cast significant doubts on the ability to continue operations. Therefore, it is reasonable for the Company to prepare financial statements on a going concern basis. Section V. The Company’s Significant Accounting Policies and Accounting Estimates Notes on specific accounting policies and accounting estimates: None 80 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 1. Statement of compliance with the Accounting Standards for Business Enterprises The financial statements based on the above-mentioned preparation basis meet the requirements of the latest CASs and its application guidelines, interpretations, and other relevant regulations issued by the Ministry of Finance, which truly and completely present the Company’s financial position, business performance, cash flows and other information for the year then ended. In addition, the financial report is compiled by reference to the listing and disclosure requirements of the Rules for the Information Disclosure and Compilation of Companies Publicly Issuing Securities NO.15 — General Provisions for Financial Report (Revised in 2014) of the CSRC as well as the Notice on Implementation of the New Accounting Standards for Listed Companies (Letter of the Accounting Department [2018] no. 453). 2. Accounting period The Company’s accounting period starts on January 1 and ends on December 31. 3. Business cycle The Company’s business cycle starts on January 1 and ends on December 31. 4. Recording currency The Company adopts Renminbi (RMB) as their recording currency. 5. The accounting treatment of business combinations involving enterprises under common control and business combinations not involving enterprises under common control 5.1 The accounting treatment of business combinations involving enterprises under common control The Company achieves a merger under the same control in one transaction or through step-by-step multiple transactions. Assets and liabilities obtaining from the merger of enterprise are measured according to the share of book value of consolidated financial statements of final controlling party under the owner’s equity of combined party within combining date. The difference between the book value of the net assets obtained by the Company and book value of combined consideration paid (or the aggregate face value of shares issued as consideration) is adjusted to the capital reserve; if the capital reserve is insufficient to offset, the retained earnings shall be adjusted. 5.2 The accounting treatment of business combinations involving enterprises under uncommon control Where the cost of combination exceeds the acquiree’s interest in the fair value of the acquiree’s identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost on initial recognition. If the combination cost is less than the share of identifiable fair value of net assets of acquiree, firstly, conducting the review of measurement is necessary to achieve the acquiree the identifiable assets, liabilities and the fair value of contingent liabilities as well as the combination costs. If the acquiree combination costs after reviews are still less than the fair value of identifiable net asset, the difference will be added into the current profits and losses. To achieve business combinations not under common control by step-by-step multiple transactions should be 81 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report handled in the following order: (1) Adjust the initial investment cost of long-term equity investments. If the equity held before the purchase date is accounted for using the equity method, it is remeasured at the fair value of the equity on the purchase date, and the difference between the fair value and its book value is included in the current investment income; Changes in other comprehensive income and other owners’ equity under the equity method shall be converted to the current income at the acquisition date, except for other comprehensive income arising from the net liabilities or net assets’ changes of the benefit plan remeasured by the investee. (2) Recognize goodwill (or the amount included in the current profit or loss). Compare the initial investment cost of the adjusted long-term equity investment with the fair value of the identifiable net assets of the subsidiary that should be enjoyed on the purchase date. If the former is greater than the latter, the difference is recognized as goodwill; the former is less than the latter, and the difference is booked into the current profit and loss. Circumstances of disposing of equity through step-by-step multiple transactions to the loss of control over subsidiaries (1) Determine whether the various transactions in the process of step-by-step disposal of equity to the loss of control over subsidiaries follow the “package deal” principle Generally transactions in stages are treated as a package deal in accounting if the transaction terms, conditions, and economic impact of the disposal of the subsidiary’s equity interests comply with one or more of the following: 1) These transactions are made simultaneously or with consideration of influence on each other; 2) These transactions can only achieve a complete business outcome when treated as a whole; 3) The occurrence of a transaction depends on the occurrence of at least one of the other transactions; 4) A transaction is uneconomical when treated alone, but is economical when considered together with other transactions. (2) The accounting method of each transaction belonging to the “package deal” in the process of disposing of the equity in stages to the loss of control over the subsidiary All the transactions, belonging to the package deal in the process of disposing of equity investments in subsidiaries to the loss of control, should be accounted for as one transaction disposing of the subsidiary to the loss of control over it; however, the difference between each disposal price and the share of the subsidiary’s net assets obtained by the disposal of investment before the loss of control shall be recognized as other comprehensive income in the consolidated financial statements and shall be transferred to the profit and loss of the period when the control is lost. In the consolidated financial statements, the remaining equity should be remeasured at its fair value on the date when the control is lost. The difference between the sum of the consideration obtained from the disposal of the equity and the fair value of the remaining equity, and the shares of the net assets of the original subsidiary 82 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report calculated from the purchase date based on the original shareholding ratio, shall be included in the investment income of the period when the control is lost. Other comprehensive income related to the original subsidiary’s equity investment shall be converted to current investment income when control is lost. (3) The accounting method of each transaction not belonging to the “package deal” in the process of disposing of the equity in stages to the loss of control over the subsidiary If the disposal of the investment in the subsidiary does not lose control, the difference between the disposal price in the consolidated financial statements and the share of the subsidiary’s net assets obtained from the disposal of investment is included in the capital reserve (capital premium or equity premium). If the capital premium is insufficient to offset, the retained earnings should be adjusted. When the control over disposing of the investment in a subsidiary is lost, in the consolidated financial statements, the remaining equity should be remeasured at its fair value on the date when control is lost. The sum of the consideration obtained from the disposal of equity and the fair value of the remaining equity minus the share of the net assets that should be calculated by the original subsidiary from the date of purchase based on the original shareholding ratio is included in the investment income of the period when the control is lost. Other comprehensive income related to the equity investment of the original subsidiary shall be converted to current investment income when control is lost. 6. Preparation of consolidated financial statements Consolidated financial statements based on the Parent’s and its subsidiaries’ financial statements are prepared by the Company in accordance with the CASs No.33 — Consolidated financial statement and other relevant materials. 7. Classification of joint arrangement and accounting methods of joint operations 7.1 Identification and classification of joint arrangements A joint arrangement refers to an arrangement jointly controlled by two or more parties. The joint arrangement has the following characteristics: (1) all participants are bound by the arrangement; (2) two or more participants exercise joint control over the arrangement. No single party shall be able to control the arrangement, and any party that has joint control over the arrangement shall be able to prevent any other party or combination of parties from controlling the arrangement alone. Joint control refers to the shared control over a certain arrangement as required in the contract. And the decision about the activities of the arrangement can be made only when all participants with the shared control have consented. A joint arrangement is classified as either a joint operation or a joint venture. A joint operation is a joint arrangement whereby the joint operators have rights to the assets, and obligations for the liabilities, related to the arrangement. A joint venture is a joint arrangement whereby the joint parties only have the rights to the net assets under this arrangement. 83 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 7.2 Accounting treatment of joint arrangements A joint operator shall recognize the following items in relation to its interests in a joint operation, and account for them in accordance with relevant accounting standards: (1) Its solely-held assets, and its share of any assets held jointly; (2) Its solely-assumed liabilities, and its share of any liabilities incurred jointly; (3) Its revenue from the sale of its share of the output arising from the joint operation; (4) Its share of the revenue from sale of the output by the joint operation; (5) Its solely-incurred expenses and its share of any expenses incurred jointly. The participants in a joint venture shall, in accordance with the Accounting Standards for Enterprises No.2 — Long-term Equity Investment, make accounting arrangements for the investment of the joint venture. 8. Criteria for the recognition of cash and cash equivalents The term “cash” in cash flow statement refers to cash on hand and deposits that are available for payment at any time. The term of “cash equivalents” refers to short-term (usually due within 3 months from the purchase date) and highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value. 9. Translation of foreign currency transactions and foreign currency statement 9.1 Translation of transactions denominated in foreign currencies On initial recognition, a foreign currency amount is translated into the amount denominated in RMB by applying the spot exchange rate on the date of the transaction announced by People’s Bank of China. At the balance sheet date, foreign currency balance comprised of foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date, and the exchange differences caused by different exchange rates, except the exchange difference of the principal and interest of foreign currency special loans related to the acquisition and construction of assets that meet the capitalization conditions, shall be included into profit and loss for the period; foreign currency non-monetary items measured at historical cost are still converted at the spot exchange rate on the transaction date, and their RMB amount is not changed; foreign currency non-monetary items measured at fair value, are translated at the spot exchange rate on the fair value determination date, and the difference shall be included into profit and loss for the period or other comprehensive income. 9.2 Translation of financial statements denominated in foreign currencies The assets and liabilities of the balance sheet are translated at the spot exchange rate of the balance sheet date; all items about the owner’s equity except the “undistributed profits” are translated at the spot exchange rate on the transaction date; the revenue and expenses in the income statement are translated at the approximate rate of the spot exchange rate on the transaction date. Differences arising from the above translation of financial statements denominated in foreign currencies are recognized as other comprehensive income. 10. Financial instruments 10.1 Recognition and derecognition of financial instruments 84 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report The Company recognizes a financial asset or a financial liability when it becomes the contractual party of the financial instrument. All regular ways of purchasing or selling of financial assets are recognized and derecognized on a trade date basis. Regular ways of purchasing or selling mean that the receiving or delivery of financial assets should be within the time limit stipulated by regulations or common practices, as agreed in the terms of the contract. Trade date is the date on which the Company promises to buy in or sell out the financial assets. The Company will derecognize the financial assets (either a part, or a part of a similar group), and write it off the account and the balance sheet, if following conditions are met: (1) Expiration of the right to receive cash flows from financial assets; (2) The Company’s right to receive cash flows from financial assets has been transferred, or bear the obligation to pay all cash received to the third party in time due to “Hand-Over arrangement”; and (a) almost all risks and benefits of the ownership of the financial assets have been transferred virtually, or (b) though none of risks and benefits of the ownership the financial assets have been transferred or retained virtually, the Company waives the control of the financial assets. 10.2 Classification and measurement of financial assets According to the business model for managing financial assets and the contractual cash flow characteristics of financial assets, the Company’s financial assets have initially been classified as follows: financial assets measured at amortized cost, financial assets measured at fair value and the changes are included in other comprehensive income, and financial assets measured at fair value and the changes are included in profit or loss of the period. Subsequent measurement of financial assets depends on its categories. The Company’s classification of financial assets is based on the Company’s business model of managing financial assets and its characteristics of cash flows. (1) Financial assets at amortized cost Financial assets are classified as financial assets at amortized cost when following conditions are met: the Company’s business model for managing financial assets targets to receive contractual cash flows; The contractual terms of the financial assets stipulate that the cash flows generated on a specific date are exclusively used to pay the principal and the interest based on the outstanding principal amount. For such financial assets, effective interest rate method is applied to subsequently measure them at amortized cost, and gains or losses arising from amortization or impairment are recognized in current profit or loss. (2) Liability investment at fair value through other comprehensive income Financial assets are classified as liability at fair value through other comprehensive income when following conditions are met: the Company’s business model for managing financial assets targets at both the receiving of contractual cash flows and the sale of financial assets; the contractual terms of the financial asset stipulate that the 85 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report cash flows generated on a specific date are exclusively used to pay the principal and the interest based on the outstanding principal amount. Such financial assets are subsequently measured at fair value. The discount or premium is amortized by using the effective interest method and recognized as interest income or expense. Except that the impairment loss and the exchange differences of foreign currency monetary financial assets are recognized as profit or loss for the period, the changes in the fair value of such financial assets are recognized as other comprehensive income, and the accumulated gains or losses are transferred into profit or loss until such financial assets are derecognized. Interest income related to such financial assets is included in the current profit and loss. (3) Equity investment at fair value through other comprehensive income The Company irrevocably designated the non-trading equity investment as financial assets at fair value through other comprehensive income, and the related dividend income is included in profit or loss. The changes of fair value are included in other comprehensive income and the accumulated gains or losses are transferred to retained earnings until the financial assets are derecognized. (4) Financial assets at fair value through profit or loss Any financial assets that are not recognized as the financial assets at amortized cost or at fair value through other comprehensive income mentioned above are measured at fair value through profit or loss. At the time of initial recognition, in order to eliminate or significantly reduce accounting mismatches, financial assets can be designated as financial assets at fair value through profit or loss. Such financial assets are subsequently measured at fair value, and all changes in fair value are recognized in profit or loss. When and only when, the Company changes its business model for managing financial assets it must reclassify all affected financial assets. For financial assets at fair value through profit or loss, the related-party transaction expense is directly recognized in current profit or loss as incurred. And other financial assets’ transaction expense is included in the initial recognition amount. 10.3 Classification and measurement of financial liabilities The Company’s financial liabilities have initially been classified as follows: financial liabilities at amortized cost and financial liabilities at fair value through profit or loss. The financial liabilities meeting any of the following conditions can be initially designated as the financial liabilities at fair value through profit and loss: (1) Such designation can eliminate or significantly reduce accounting mismatches. (2) According to corporate risk management or investment strategies as stated in formal written documents, the management and performance evaluation of financial liability portfolios or combinations of financial assets and financial liabilities are based on fair value, and reported to key management personnel on this basis within the enterprise. (3) Such financial liabilities include embedded derivatives that need to be split separately. 86 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report The Company determines the classification of financial liabilities at initial recognition. For financial liabilities measured at fair value through profit or loss, the related-party transactionexpense is directly recognized in current profit or loss. The related-party transactionexpense of other financial liabilities is included in the initial recognition amount. Subsequent measurement of financial liabilities depends on its categories: (1) Financial liabilities at amortized cost Such financial liabilities are subsequently measured by using the effective interest rate method at amortized cost. (2) Financial liabilities at fair value through profit or loss Financial liabilities measured at fair value and booked into current profits and losses, which includes trading financial liabilities (including derivatives of financial liabilities) and those initially designated as financial liabilities at fair value through profit or loss. 10.4 Offsetting of financial instruments If the following conditions are met at the same time, the net amount obtained after the offsetting of financial assets and financial liabilities shall be shown in the balance sheet: there is a legal right to offset the recognized amount, and such legal right is currently enforceable; plan to settle on a net basis, or cash the financial assets and liquidate the financial liabilities at the same time. 10.5 Impairment of financial assets The Company undertakes impairment treatment and confirms loss provisions based on expected credit losses as for the financial assets at amortized cost, debt instrument investments at fair value through other comprehensive income . financial guarantee contracts and etc.. Credit loss refers to the difference between the cash flow of all contracts discounted at the original effective interest rate and the expected cash flow of all contracts receivables, i.e. the present value of all cash shortages. The Company estimates, individually or in combination, the expected credit losses of financial assets measured at amortized cost and financial assets (debt instruments) measured at fair value through other comprehensive income, taking into account all reasonable and evidence-based information, including forward-looking information. (1) General model of expected credit loss If the credit risk of the financial instrument has increased significantly since the initial recognition, the Company shall measure the loss provision at the amount equivalent to the expected credit loss of the financial instrument for the entire life of the instrument; If the credit risk of the financial instrument has not increased significantly since the initial recognition, the Company shall measure the loss provision at the amount equivalent to the expected credit loss of the financial instrument in the next 12 months. The increase or rollover amount of the loss provision shall be recorded in the current profit and loss as an impairment loss or gain. For the Company’s specific assessment of credit risk, please refer to this report Note X “Risks Associated With Financial Instruments” for details. 87 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report The credit risk of the instrument is generally deemed to have increased significantly if the default is more than 30 days, unless there is conclusive evidence that the credit risk of the instrument has not increased significantly since the initial recognition. Specifically, the Company divides the process of credit impairment of financial instruments without credit impairment at the time of purchase or origination into three stages. There are different accounting treatments for the impairment of financial instruments at different stages: Stage 1: credit risk has not increased significantly since initial recognition. For the financial instrument at this stage, the Company shall measure the loss provision according to the expected credit loss in the next 12 months, and calculate the interest income according to its book balance (that is, the impairment provision is not deducted) and the actual interest rate (if the instrument is a financial asset, the same as below). Stage 2: Credit risk has increased significantly since the initial recognition, but credit impairment has not yet occurred. For a financial instrument at this stage, the Company shall measure the loss provision according to the expected credit loss of the instrument throughout its life, and calculate interest income according to its book balance and actual interest rate. Stage 3: Credit impairment occurs after initial recognition. For the financial instrument in this stage, the Company shall measure the loss provision according to the expected credit loss of the instrument throughout its lifetime, but the calculation of interest income is different from that of the financial asset in the first two stages. For the financial assets whose credit impairment has occurred, the Company shall calculate the interest income at their amortized cost (book balance less the impairment provision, that is, book value) and the actual interest rate. For financial assets whose credit impairment has occurred at the time of purchase or origin, the Company shall only recognize the changes in the expected credit loss during the whole duration after the initial recognition as loss provision, and calculate interest income at their amortized cost and the actual interest rate adjusted by credit. (2) The Company chooses not to compare the credit risk of a financial instrument with a lower credit risk on the balance sheet date with the credit risk at the time of the initial recognition, but directly assumes that the credit risk of the instrument has not increased significantly since the initial recognition. If the Company confirms that the default risk of the financial instruments is low, the borrowers’ short-term ability to fulfill its obligation to pay the contract cash flow is very strong, and even the economic situation and business environment is in a long-term adverse change, the borrower’s ability to fulfill its obligation to pay the contract cash flow will not be necessarily reduced, then the financial instruments can be deemed with a lower credit risk. (3) Receivables and lease receivables 88 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report The Company, for the receivables stipulated in the Accounting Standards for Enterprises No. 14 — Revenues and without major financing elements (including the situation when the financing elements no more than a year in the contract are not taken into consideration according to the Standards), adopts the simplified model of expected credit losses, and measures the loss provision always in accordance with the expected amount of credit losses throughout the duration. For receivables containing significant financing elements and lease receivables specified in the Accounting Standards for Business Enterprises No. 21 — Leasing, the Company makes an accounting policy choice and adopts a simplified model of expected credit loss, that is, to measure the loss provision according to the amount equivalent to the expected credit loss in the whole duration. 10.6 Financial assets transfer If almost all the risks and rewards of ownership of financial assets have been transferred to the transferee, the financial assets are derecognized; if almost all the risks and rewards of ownership of the financial assets are retained, the financial assets are not derecognized. Neither transfer nor retain almost all risks and rewards of ownership of financial assets, which are dealt with as follows: if the control of financial assets are waived, derecognize the financial assets and recognize the assets and liabilities; if not, it needs to recognize the relevant financial assets according to the extent to which they continue to be involved in the transferred financial assets, and recognize the related liabilities. If the transferred financial assets are continued to be involved by financial warranty, the assets should be recognized at the lower one between the book value of the financial assets and the financial warranty amount. The financial warranty amount refers to the maximum amount of the consideration received that will be required to be repaid. 11. Notes receivable None 12. Accounts receivable For accounts receivable, whether significant financing is involved in or not, the simplified model of expected credit loss is adopted. The Company will always measure its provision for loss based on the amount equivalent to the expected credit loss of its entire duration, and the increase or reversal amount of the provision for loss resulting therefrom is included in the profit and loss of the period as an impairment loss or gain. The Company considers all reasonable and evidence-based information, including forward-looking information, to estimate the expected credit loss of the accounts receivables individually or in combination. When a single financial asset can evaluate the expected credit loss at a reasonable cost, the Company chooses to calculate the credit loss individually. When a single financial asset cannot evaluate the expected credit loss at a reasonable cost, the Company will divide the accounts receivables into several combinations in accordance with the 89 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report characteristics of credit risk, and the expected credit loss is calculated on the basis of the combination. The basis for determining the combination is as follows: Types of combination Determining the basis of the combination Combination 1 Receivables from related companies Combination 2 Receivables from hotel services Combination 3 Other receivables For the accounts receivable classified as a combination, the Company refers to the historical credit loss experience, and combines the current situation and the forecast of future economic conditions, to prepare a comparison table of the age of accounts receivable and the expected credit loss rate for its entire duration and calculate the expected credit loss. 13. Receivables financing If a financial asset meets the following conditions at the same time, it is recognized as a financial assets at fair value through other comprehensive income: the Company’s business model for managing the financial asset is to both collect contractual cash flows and sell financial assets.The contractual terms of the financial asset stipulate that the cash flows generated on a particular date are only used as payment of principal and interest based on the amount of outstanding principal. The Company transfers the receivables held by discount or endorsement with a high frequency and a large amount, and its actual business model of management is characterized by both receiving contractual cash flows and selling them. In accordance with the relevant provisions about financial instruments, the receivables mentioned above are recognized as financial assets at fair value through other comprehensive income. 14. Other receivables Determination method and accounting treatment method of expected credit loss of other receivables The Company adopts the general model of expected credit loss to deal with other receivables, as detailed in Note V (10) “Financial Instruments”. The Company considers all reasonable and substantiated information, including forward-looking information, to estimate the expected credit loss of other receivables individually or in combination. When single financial assets can evaluate the expected credit loss at a reasonable cost, the Company chooses to calculate the credit loss individually. When a single financial asset cannot evaluate the expected credit loss at a reasonable cost, the Company will divide the other receivables into severalportfolios in accordance with the characteristics of credit risk, and the expected credit loss is calculated on the basis of the combination. The basis for determining the combination is as follows: 90 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Type of combination Determining the basis of the combination Combination 1 Receivables from related parties Combination 2 Receivables from employee reserve funds, deposits, and security deposits Combination 3 Receivables not in Combination 1 and Combination 2 For other receivables divided into portfolios, the Company refers to the historical credit loss experience and combines the current situation and the forecast of future economic conditions, to calculate the expected credit loss based on default risk exposure and expected credit loss rate in the next 12 months or the whole duration. 15. Inventory 15.1 Classification of inventories Inventories refer to the finished goods or commodities held for sale in daily activities, goods in progress in the production process, and consumed materials and supplies in the process of production or providing services. 15.2 Method of valuation for delivery of inventory The monthly weighted average method is used to deliver the inventory. 15.3 The basis for determining the net realizable value of inventories and the method of accruing inventory depreciation reserves At the balance sheet date, inventories are measured at the lower of cost and net realizable value. If the net realizable value is below the cost of inventories, a provision for decline in value of inventories is made. For inventories directly used for sale, in the normal production and operation process, the net realizable value is determined by the amount of the estimated selling price of the inventory less the estimated sales cost and relevant taxes and fees; for material inventories that need to be processed, in the normal production and operation process, the net realizable value is determined by the amount of the estimated selling price of finished products produced less the estimated cost to be occurred during the producing process, the estimated selling expenses and related taxes and fees; on the balance sheet date, if some of the inventory has contractual price and the others do not , the net realizable value is determined separately and by comparing with its corresponding cost, the amount of the provision for inventory depreciation or reversal is determined separately. 15.4 Inventory stocktaking system The perpetual inventory system is maintained for inventory stocktaking system. 15.5 Amortization of low-value consumables and packages (1) Low-value consumables Low-value consumables are amortized by one-time write-off. (2) Packages Packages are amortized by one-time write-off. 91 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 16. Contract assets 16.1 Method and standard for determination of contract assets The Company lists contract assets or contract liabilities in the balance sheet based on the relationship between the performance of obligations and customer payments. The consideration (except the receivables) that the Company has the right to receive in exchange for goods or services that the Company has transferred to the customer is listed as contract assets. 16.2 Methods for determining and accounting of expected credit loss of contract assets For contract assets, whether significant financing is involved in or not, the simplified model of expected credit loss is adopted. The Company will always measure its provision for loss based on the amount equivalent to the expected credit loss of its entire duration, and the increase or reversal amount of the provision for loss resulting therefrom is included in the profit and loss of the period as an impairment loss or gain. 17. Contract costs Contract costs are divided into contract performance costs and contract acquisition costs. The cost incurred by the Company to perform the contract is recognized as an asset as the contract performance cost when meeting the following conditions: 1. The cost is directly related to a current or expected contract, including direct labor and materials expenses, manufacturing expenses (or similar expenses), clearly defined costs borne by the customer, and other costs incurred only due to the contract; 2. The cost increases the Company's future resources for fulfilling contract obligations; 3. The cost is expected to be recovered. If the incremental cost incurred by the Company for obtaining the contract is expected to be recovered, it is recognized as an asset as the cost of obtaining the contract; however, if the amortization period of the asset does not exceed one year, the Company could include it in the current profits and losses when it occurs. Assets related to contract costs are amortized on the same basis as the revenue of goods or services related to the asset. If the book value of assets related to contract costs is higher than the difference between the following two items, the Company will make provisions for impairment for the excess part and recognize it as the asset impairment loss: 1. The remaining consideration expected to be obtained due to the transfer of goods or services related to the asset; 2. Costs estimated to incur for the transfer of the related goods or services If the aforementioned asset impairment provision is subsequently reversed, the book value of the asset after reversal shall not exceed the book value of the asset on the date of reversal under the assumption that no impairment provision is made. 92 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 18. Holding for sale The Company divides the corporate components (or non-current asset) that meet all of the following conditions into holding for sale:(1) Based on the usual practice of selling such assets or disposal groups in similar transactions, they can be sold immediately under current conditions; (2) The sale is highly probable, a resolution has been made on a sale plan, a firm purchase commitment (a firm purchase commitment refers to a legally binding purchase agreement signed by the enterprise and other parties.The agreement has important items about transaction price, time and sufficiently severe default penalty so there is little possibility of significant adjustment or revocation of the agreement) has been obtained and it is expected that the sale will be completed within one year. Approvals from relevant authorities or regulatory authorities have been obtained in accordance with relevant regulations. The Company adjusts the expected net salvage value held for sale to reflect the net amount of its fair value less costs to sell (not over its original book value). The difference between the original book value and the adjusted net residual value is included in the profit or loss of the current period as an asset impairment loss. At the same time, provision for impairment of assets held for sale is made. For the amount of impairment loss of assets confirmed by the disposal group held for sale, the book value of goodwill in the disposal group should be offset first, and then the the book value should be offset on the proportion of the book value of various non-current assets in the disposal group which is applicable to the measurement requirements of this standard. If the net value of the fair value of the non-current assets held for sale on the balance sheet date less than the selling expenses increases, the amount of the previous write-down shall be restored, it shall be reversed within the amount of asset impairment loss recognized after being classified as held for sale, and the reversed amount shall be included in the current profit and loss. The amount of the loss is reversed and the amount reversed is included in the current profit or loss. Impairment losses on assets recognized prior to classification as held for sale shall not be reversed. If the net value of the fair value of the disposal group held for sale on the subsequent balance sheet day less than the selling expenses increases, the amount previously written down shall be restored, it shall be reversed within the amount of asset impairment loss recognized by the non-current assets which are applicable to the measurement requirements of this standard after being classified as held for sale, and the reversed amount is included in the current profit or loss. The book value of the goodwill that has been offset and the asset impairment loss recognized before the non-current assets applicable to the measurement of this standard are classified as held for sale shall not be reversed. For the subsequent reversal of the asset impairment loss confirmed by the disposal group held for sale, the face value shall be increased on the proportion of the book value of various non-current assets applicable to the measurement requirements of this standard in the disposal group except the goodwill. If the Company loses control of the subsidiary because of some reasons including its sale of investments in the subsidiary, it shall classify the overall investment in the subsidiary as held for sale in the parent company’s individual financial statements and classify all the assets and liabilities of the subsidiary as held for sale in the consolidated Financial Statements when the investment in the subsidiary to be sold meets the criteria for the held for sale, whether the Company retains part of the equity investment after the sale. 93 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 19. Debt investment The Company uses the general model of expected credit losses for debt investment. For details, please refer to Note V. (10). “Financial Instruments”. 20. Other debt investment None 21. Long-term receivables None 22. Long-term equity investments 22.1 Determination of investment costs (1) In case the enterprise mergers are under same control and the combining party offers combined consideration by paying in cash, transferring non-cash assets, assuming debt or issuing equity securities, the initial investment cost shall be book value of the share of the combined party owner’s equity in the consolidated financial statements of the final control party on the combination date. Capital reserves (capital premium or equity premium) are adjusted based on the difference between initial investment cost in the long-term equity investment and book value of the paid merger consideration or the total amount of the face value of the issued shares; if capital reserves are insufficient to write-downs, it needs to adjust the retained earnings. Where an enterprise merger under the same control is realized step by step, the initial investment cost shall be the owner’s equity share in the combined party’s book calculated on shareholding ratio on the merger date. The difference between the initial investment cost and the book value of the original long-term equity investment plus the sum of the book values of further consideration paid for the new shares on the merger date is adjusted for capital reserve (capital premium or equity premium). If capital reserve is insufficient to offset, it needs to adjust the retained earnings. (2) If the enterprise mergers are under the same control , the initial investment cost shall be the fair value of merger consideration paid on the acquisition date. (3) Except for the situation of enterprise merger: if the purchase is paid in cash, the initial investment cost shall be the purchase price actually paid; Where equity securities are issued, the fair value of equity securities issued shall be taken as the initial investment cost; Where an investor invests, the initial investment cost shall be the value agreed upon in the investment contract or agreement (except where the value agreed upon in the contract or agreement is not fair). 22.2 Subsequent measurement and recognition methods of profits and losses For the long-term equity investment controlled by the Company to the investee, the Company shall adopt the cost method in the individual financial statements of the Company; long-term equity investments with joint control or significant influence shall be accounted for using the equity method. 94 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Under the cost method, a long-term equity investment is measured at initial investment cost. Except for the the price actually paid upon investment or cash dividends or profits already declared but not yet paid in the consideration, investment income is recognized in the period in accordance with the attributable share of cash dividends or profit distributions declared by the investee. And at the same in accordance with the relevant asset impairment policy, whether the long-term investment is declined in value shall be considered. For checking by the equity method, if the initial investment cost of the long-term equity investment is greater than the fair value share of the net identifiable assets of the investee in the investment, the difference between them shall be classified as initial investment cost of the long-term equity investment; if the initial investment cost of the long-term equity investment is smaller than the fair value share of the net identifiable assets of the investee in the investment, the difference is included in current profit and loss and the cost of the long-term equity investment is adjusted. When the equity method is adopted, after the acquisition of long-term equity investment, the investment profit and loss shall be recognized and the book value of long-term equity investment shall be adjusted according to the share of net profit and loss realized by the investee that should be enjoyed or shared. Upon the confirmation of the enjoyed share of the net profit and loss from the invested entity, it shall be made on the basis of the fair value of the identifiable assets of the investee when the investment is acquired, according to the company's accounting policies and accounting periods, offsetting insider trading profits and losses between associated enterprises and joint ventures, calculating the proportion that shall be included in investor according to the shareholding ratio (but if insider trading loss belongs to the asset impairment loss, it should be fully confirmed) and adjusting the net profit of the investee. According to the profit or cash dividend declared to be distributed by the investee, the share payable shall be calculated, and correspondingly the book value of the long-term equity investment is reduced. The company shall recognize the net loss incurred by the investee to the extent that the book value of the long-term equity investment and other long-term rights and interests substantially constituting the net investment of the investee shall be written down to zero, except where the company is obligated to bear additional losses. For the changes of owners' equity other than the net profit and loss of the investee, the book value of the long-term equity investment shall be adjusted and included in the owners' equity. 22.3 Determine the basis of controlling and significant influence on the invested entity Control refers to having the power over the investee, enjoying the variable return through participating in the investee's relevant activities, and having the ability to use the power over the investee to affect the return amount; major influence means that the investor has the right to participate in the decision making of the financial and business policies of the investee, but cannot control or jointly control the formulation of these policies with other parties. 22.4 Disposal of long-term equity investments (1) Partial disposal of a long-term equity investment in a subsidiary without loss of control 95 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report If part of the long-term equity investment in the subsidiary is disposed of without losing control, the difference between the disposal price and the book value corresponding to the disposal investment shall be recognized as the current investment income. (2) Loss of control over a subsidiary for partial disposal of an equity investment or other reasons If the Company loses control over the subsidiary due to the disposal of equity investment or other reasons, the book value of the long-term equity investment corresponding to the sold equity shall be carried forward, and the difference between the sale price and the book value of the disposal long-term equity investment shall be recognized as investment income (loss); meanwhile, the remaining equity shall be recognized as long-term equity investment or other relevant financial assets according to its book value. If the remaining equity after disposal is able to exert joint control or significant influence on the subsidiary, accounting treatment shall be conducted according to the relevant provisions of the conversion from cost method to equity method. 22.5 Methods of impairment assessment and determining the provision for impairment loss For the long term investment in subsidiaries, joint venture and associates, if there is an objective evidence for the impairment on the balance sheet date, the corresponding impairment provision is made based on the difference between the book value and the recoverable amount. 23. Investment properties Measurement model of Investment properties Measured by cost method Depreciation or amortization method 23.1 The Company’s investment properties include the land use right that is leased out, the land use right held for transfer upon capital appreciation, and the building that is leased out. 23.2 The Company initially measures the Investment properties at cost, uses the cost model for subsequent measurement, and adopts a depreciation or amortization policy for the investment property, which is consistent with that for fixed assets or intangible assets. On the balance sheet date, if there are signs that the Investment properties is impaired, the corresponding impairment provision shall be made based on the difference between the book value and the recoverable amount. 24. Fixed Assets (1) Recognition criteria for fixed assets 24.1 Fixed assets are tangible assets that are held for use in the production or supply of goods or services, for rental to others, or for administrative purposes, and have useful lives of more than one accounting year. Fixed assets are initially measured at acquisition cost, and depreciated over its useful life using the straight-line method since the month subsequent to the one in which it is ready for intended use. (2) Deprecation methods for fixed assets 96 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Category Deprecation methods Depreciation period (years) Residual value rate (%) Annual depreciation rate (%) Buildings Straight-line 20-40 年 5% 2.38-4.75% Decoration of buildings Straight-line 4-10 年 - 10.00-25.00% Transportation equipment Straight-line 4年 5% 23.75% Electronic equipment Straight-line 3-5 年 5% 19.00-31.67% Office equipment Straight-line 3-5 年 5% 19.00-31.67% (3) Basis of asserting, valuation method and depreciation method for fixed assets acquired under financing leases None 25. Construction in progress 25.1 Construction in progress should be transferred into fixed assets at its actual costs after it has reached the working condition for its intended use. Construction in progress that has reached the working condition but not completed, shall be transferred at its estimated costs. The estimated cost of construction in progress should be adjusted against the actual costs after completion of settlement, while the depreciation already provided will not be adjusted. 25.2 On the balance sheet date, if there is any indication that the construction in progress may be impaired, the corresponding impairment provision shall be made based on the difference between the book value and the recoverable amount. 26. Borrowing cost 26.1 Recognition criteria of capitalization Borrowing costs are capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. Other borrowing costs shall be recognized as expenses when incurred and shall be included in the current profit and loss. 26.2 Period of capitalization (1) When borrowing costs meet the following conditions at the same time, capitalization starts 1) Asset expenditure has occurred. 2) Borrowing costs have incurred 3)The purchase, construction or production activities necessary to make the assets usable or saleable have started. (2) Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is suspended abnormally and when the suspension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition, construction or production of the asset is resumed. (3) Capitalization of borrowing costs ceases when the qualifying asset being acquired, constructed or produced becomes ready for its intended use or sale. 97 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 26.3 Capitalization amount of borrowing costs Where funds are borrowed for the purpose of purchasing, constructing or producing assets that meet the capitalization conditions, the amount of interest to be capitalized is the actual interest expenses incurred on that borrowing for the period (including the amortization of discounts or premiums determined in accordance with the actual interest rate method), less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment. Where general borrowings are occupied for the purchase, construction or production of assets that meet the capitalization conditions, the Company determines the amount of interest to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalization rate is the weighted average of the interest rates applicable to the general borrowings. 27. Biological assets None 28. Oil and gas assets None 29. Right-of-use assets 29.1 Conditions for recognition of right-of-use assets Right-of-use assets refer to the right of the Company, as a lessee, to use the leased assets during the lease term. The Company confirms the right-of-use assets to the lease on the starting date of the lease term.The right-of-use asset is recognized when the economic benefits are likely to flow in and at the same time, the cost can be measured reliably. 29.2 Initial measurement of right-of-use assets The Company shall make the initial measurement of right-of-use assets based on the cost. The cost includes the following four items: 1)the initial measured amount of the lease liability; 2)the payment for lease made on or before the starting date of the lease term, deducting the amount of lease incentive enjoyed if there’s any; 3)the incurred initial direct expenses of the lessee; 4) the expected costs to dismantle and remove the leased assets, restore the site where the leased assets are located, or restore the leased assets to the agreed status stipulated in the leasing terms. 29.3 Subsequent measurement of right-of-use assets (1) The Company adopts the cost model to make subsequent measurement of the right-of-use assets. (2) The Company shall depreciate the right-of-use assets in a straight-line method. If it is reasonable to confirm the ownership of the leased assets at the end of the lease term, deprecation shall be accrued for the remaining service life of the leased assets, and if not, deprecation shall be accrued on the shorter term between the lease term and the remaining service life of the leased assets. 98 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (3) When the Company remeasures the lease liability based on the present value of the lease payment after the change, and adjusts the book value of the right-of-use assets accordingly. in the event that the book value of right-of-use assets has been deducted to zero, and the further deduction of lease liability is needed, the Company shall include the remaining amount in the current profit and loss. 30. Intangible assets (1) Valuation method, service life and impairment test 30.1 Intangible assets, including land use rights etc. are recognized at costs. 30.2 Intangible assets with finite useful lives are amortized in accordance with the expected realization method of the economic benefits related to the intangible asset over its estimated useful life. If it is not possible to reliably determine the expected realization method, use the straight-line method. The specific years are as follows: Item Validity period (Year) Land use rights 40 Software use rights 5-10 Trademark rights 10 30.3 On the balance sheet date, if there is any indication that the intangible assets with definite life has been impaired, the corresponding impairment provision shall be made based on the difference between the book value and the recoverable amount. Intangible assets with uncertain service life and intangible assets that have not yet reached the usable state, whether or not there are signs of impairment, are tested for impairment every year. (2) Accounting policies for internal research and development expenditure Expenditure in the research phase of internal research and development projects is included in the current profits and losses when they occur. Expenditure during the development phase that meets the following conditions at the same time is recognized as intangible asset. (1) It is technically feasible to complete the intangible asset so that it will be available for use or sale; (2) The Company has the intention to complete the intangible asset and use or sell it; (3) The Company can demonstrate the ways in which the intangible asset will generate economic benefits, including the evidence of the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; (4) The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and(5) The expenditure attributable to the intangible asset during its development phase can be reliably measured. 31. Impairment of long-term assets The Company make judgement on whether there is any indication that the asset may be impaired at the balance sheet date. The goodwill and intangible assets with an uncertain useful life resulting from a business combination was tested for impairment annually, regardless of whether there is any indication of impairment. 99 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report The impairment should be recorded when the assets occur the following indications: (1) The market price of assets fell sharply in the current period, and the decline was significantly higher than the expected decline due to the passage of time or normal use; (2) Significant changes of the economic, technical or legal environment in which the enterprise operates and the market in which the assets are located will occur in the current period or in the near future, which will adversely affect the company; (3) The market interest rate or other market investment returns have increased during the current period, which affects the company’s discount rate for calculating the present value of the expected future cash flow of assets, leading to the recoverable amount has been greatly reduced; (4) There is evidence that the assets have become obsolete or their entities have been damaged; (5) The assets have been or will be idle, terminated or planned to be disposed of in advance; (6)The evidence reported by the enterprise indicates that economic performance of the assets has been or will be lower than expected, such as the net cash flow created by the assets or the realized operating profit (or loss) is far lower (or higher) than the expected amount; (7) Other indications that the asset may have signs of impairment. If there are any signs of asset impairment, the recoverable amount should be estimated. The recoverable amount should be determined based on the higher of the net amount of the fair value of the asset minus the disposal costs and the present value of the estimated future cash flows of the asset. Disposal costs include legal costs related to asset disposal, related taxes, transportation charges, and direct costs incurred to make the asset available for sale. The present value of the estimated future cash flows of the asset should be determined by discounting the amount of the asset based on the expected future cash flow generated during the continuous use of the asset and at the time of final disposal. The present value of the expected future cash flow of the asset should take into account factors such as the estimated future cash flow of the asset, its useful life, and the discount rate. The measurement results of the recoverable amount indicate that if the recoverable amount of the asset is lower than its book value, the book value of the asset should be written down to the recoverable amount, and the reduced amount should be recognized as the asset impairment loss and included in the current profit and loss. Meanwhile, corresponding provisions for asset impairment should be made. 32. Long-term deferred expense Long-term deferred expense are recorded according to the actual amount incurred and amortized in the period of benefit or within the prescribed period. If the long-term deferred expense item cannot benefit the subsequent accounting period, the amortized value of the item that has not been amortized will be transferred into the current profit and loss. 33. Contract liabilities The Company lists contract assets or contract liabilities in the balance sheet based on the relationship between the performance of obligations and customer payments. The obligation of transferring products or providing services to 100 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report customers after the Company has received the consideration from customers or the consideration is receivable, is listed as contract liabilities. 34. Employee compensation (1) Accounting treatment methods of short-term employee remuneration During the accounting period when the employees provide services, the Company shall recognize the actual short-term compensation as liabilities and record it into the current profit and loss or the cost of related assets. Among them, non-monetary welfare is measured according to fair value. (2)Accounting treatment methods of post-employment benefits None (3)Accounting treatment methods of termination benefits When the Company terminates the employment relationship with employees before the expiration of the employment contracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, if the Company has a formal plan for termination of employment relationship or has made an offer for voluntary redundancy which will be implemented immediately, and the Company cannot unilaterally withdraw from the termination plan or the redundancy offer, a provision for the compensation payable arising from the termination of employment relationship with employees is recognized with a corresponding charge to the profit or loss for the period, and include in current profits or losses. (4)Accounting treatment methods of other long-term employee benefits The Company's employees participated in the social basic endowment insurance organized and implemented by the local labor and social security departments.The company pays endowment insurance premium to orgnaization of agency of local society primary endowment insurance according to the social primary endowment insurance pay base and scale with local regulation monthly. After the employee retires, the local labor and social security department has the responsibility to pay the social basic pension to the retired employee. The accounting period during which the company provides services to its employees, and the amount calculated in accordance with the above social security provisions shall be recognized as a liability and recorded into the current profit and loss or the cost of relevant assets. 35. Lease liabilities On the starting date of the lease term, the Company recognizes the present value of the unpaid lease payment as lease liabilities. When calculating the present value of the lease payment, the Company adopts the interest rate implicit in lease as the discount rate. In the event of an unconfirmed interest rate implicit in lease, the Company adopts incremental borrowing rate as the discount rate. The balance between the lease payment and its present value is deemed to be an unrecognized financing expense, whose interest expense shall be calculated on the discount rate of present value of confirmed lease payment during each period of the lease term, and be added to the 101 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report current profit and loss. The variable lease payments that are not included in the lease liability measurement charge to the current profit and loss on occurring. After the start of the lease term, the Company remeasures the lease liability at the present value of the changed lease payment amount when there is a change in the actual fixed payment amount, the expected payable for the residual value of the guarantee, the index or ratio used to determine the lease payment, or in the evaluation results or actual exercise of the purchase option, the renewal option or termination option. 36. Provisions 36.1 The Company shall recognize this obligation as contingent liability when the obligations arising from the provision of external guarantees, litigation matters, product quality guarantees, loss contracts and other contingencies become the current obligations assumed by the Company and the fulfillment of such obligations is likely to result in the outflow of economic benefits from the company and the amount of such obligations can be reliably measured. 36.2 The Company shall initially measure the provisions according to the best estimate of the expenses required to perform the relevant current obligations, and shall review the book value of the estimated liabilities on the balance sheet date. 37. Share-based payments 37.1 Categories of share-based payments Share-based payments comprise equity-settled and cash-settled payments. 37.2 Determination of fair value of equity instruments (1) If there is an active market, it should be determined based on the quoted price in the active market. (2) If there is no active market, it is determined by using valuation techniques, including considering the prices used in recent market transactions made by parties familiar with the situation and taking transactions voluntarily, and considering the current fair values and cash flows of other financial instruments that are substantially the same discount method and option pricing model. 37.3 Basis for determining the best estimate of exercisable equity instruments The Company would make best estimate in accordance with the newly acquired information such as changes in the number of employees entitled to equity instruments. 37.4 Relevant accounting treatment of implementation, modification and termination of share-based payment plan (1) Equity-settled share-based payments Equity-settled share-based payments that are immediately available after the grant in exchange for employee services are included in related costs or expenses based on the fair value of the equity instruments on the grant date, and the capital reserve is adjusted accordingly. Equity-settled share-based payments for services that have been completed during the waiting period or that are exercisable only if the required performance conditions are met are 102 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report exchanged for employee services. At each reporting date during the waiting period, the best estimate of the number of exercisable equity instruments is based on the fair value of the equity instrument grant date, the services obtained in the current period are included in related costs or expenses, and the capital reserve is adjusted accordingly. For equity-settled share-based payments in exchange for services provided by other parties, if the fair value of services provided by other parties can be reliably measured, they should be measured at the fair value of the services of other parties on the acquisition date; if the fair values of services provided by other parties cannot be measured reliably, but for the equity instruments whose fair value can be reliably measured, they should be measured at the fair value of the equity instrument on the date of service acquisition and included in related costs or expenses, increasing owner’s equity accordingly. (2) Cash-settled share-based payments The cash-settled share-based payment in exchange for employee services immediately after the grant is included in the related costs or expenses at the fair value of the liability assumed by the Company on the grant date, and the liability is increased accordingly. Cash-settled share-based payments for services that have been completed within the waiting period or that have met the required performance conditions in exchange for employee services are based on the best estimate of the right to exercise at each balance sheet date during the waiting period, According to the fair value of liabilities assumed by the company, the services obtained in the current period are included in related costs or expenses and corresponding liabilities. (3) Modifying and terminating the share payment plan If the amendment increases the fair value of the equity instruments granted, the Company will recognize the increase in the acquisition of services in accordance with the increase in the fair value of the equity instruments; if the amendment increases the number of equity instruments granted, the company will increase the value of the equity instruments. The fair value is correspondingly recognized as an increase in access to services; if the company modifies the conditions of the exercisable rights in a manner that benefits employees, the company considers the modified conditions of the exercisable rights when processing the conditions of the exercisable rights. If the amendment reduces the fair value of the equity instrument granted, the Company continues to recognize the amount of services obtained based on the fair value of the equity instrument on the grant date, without considering the decrease in the fair value of the equity instrument; if the amendment reduces the equity granted for the number of instruments, the company will treat the reduction as the cancellation of the granted equity instruments; if the conditions of the exercisable rights are modified in a manner that is not conducive to employees, the revised conditions of the exercisable rights are not considered when processing the conditions of the exercisable rights. If the Company cancels the granted equity instruments or clears the granted equity instruments during the waiting period (except for those that are canceled because the conditions of the exercisable rights are not met), the cancellation or settlement is treated as an expedited exercisable right and the original amount recognized during the remaining waiting period. 103 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 38. Other financial instruments such as preferred stocks and perpetual bonds None 39. Revenue Accounting policies applied in revenue recognition and measurement 39.1 Recognition of income The Company’s revenue is mainly derived from education and training. The Company has fulfilled its performance obligation in the contract, that is, to recognize revenue when the customer acquires control of the relevant goods. 39.2 According to the relevant provisions of the income standards, the Company judges that the nature of the relevant performance obligations belongs to “performance obligations performed within a certain period of time” or “performance obligations performed at a certain point of time”, and respectively recognizes the income according to the following principles. (1) If the Company meets one of the following conditions, it belongs to the performance obligation within a certain period of time: 1) The customer obtains and consumes the economic benefits brought by the Company's performance when the Company fulfills its performance. 2) The customer can control the assets under construction during the performance of the Company. 3) The assets produced by the Company during the performance have irreplaceable uses, and the Company has the right to collect payment for the cumulative performance that has been completed so far during the entire contract period. For performance obligations performed within a certain period of time, the Company shall recognize the income according to the performance schedule within that period, except where the performance schedule can not be reasonably determined. The Company considers the nature of the goods and adopt the output method or input method to determine the appropriate progress of performance. (2) For performance obligations that are not performed within a certain period of time, but are performance obligations performed at a certain point of time, the Company recognizes revenue at the point when the customer obtains control of the relevant products. When judging whether the customer has obtained control of the product, the Company considers the following signs: 1) The Company has the current right to collect payment for the goods or services, that is, the customer has the current payment obligation for the product; 2) The Company has transferred the legal ownership of the goods to the customer, that is, the customer has the legal 104 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report ownership of the goods; 3) The Company has transferred the goods in kind to the customer, that is, the customer has taken possession of the goods in kind; 4) The Company has transferred the legal ownership of the product or the main risks and rewards of ownership to the customer, that is, the customer has obtained the main risks and rewards in the ownership of the goods; 5) The customer has accepted the commodity in control; 6) Other indications that customers have taken control of the goods. Specific policies for revenue recognition: The Company’s revenue mainly includes training revenue from the common courses training and the contractual courses training. When a face-to-face training in the common courses is completed, all the training fees received in advance are recognized as revenue. Revenue from online training in common courses is recognized on a straight-line basis during the validity period of the service provided. Non-refundable portion of advance payments received for the contractual courses is recognized as revenue upon completion of training services. According to the agreement on the contractual courses, the refund part of the advance received is recognized as revenue when the non-refundable conditions are met. 39.3 Measurement of revenue The Company shall measure revenue at the transaction price allocated to each individual performance obligation. In determining the transaction price, the Company considers the influence of factors such as variable consideration, major financing components in the contract, non-cash consideration, and consideration payable to customers. (1) Variable consideration The Company determines the best estimate of the variable consideration based on the expected value or the most likely amount, but the transaction price including the variable consideration should not exceed the accumulated recognized revenue when the relevant uncertainty is eliminated. When assessing whether the cumulative recognized income is likely not to be significantly reversed, the enterprise shall also consider the possibility and proportion of the income reversal. (2) Significant financing component Where there is a significant financing component in the contract, the Company shall determine the transaction price based on the amount payable in cash on the assumption that the customer acquires control of the goods. The difference between the transaction price and the contract consideration shall be amortized by the effective interest method during the contract period. (3) Non-cash consideration If the customer pays non-cash consideration, the company shall determine the transaction price based on the fair value of the non-cash consideration. If the fair value of the non-cash consideration can not be reasonably estimated, 105 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report the Company shall indirectly determine the transaction price with reference to the separate selling price of the goods it undertakes to transfer to the customer. (4)Consideration payable to customer For the consideration payable to the customer, the consideration payable shall be offset by the transaction price, and the current revenue shall be offset at the time when the relevant revenue is recognized and the payment (or promised to pay) of the customer’s consideration is later. Except where the customer consideration is due to obtain other clearly distinguishable goods from the customer. If the enterprise pays the customer consideration to obtain other clearly distinguishable goods from the customer, it shall confirm the purchased goods in a manner consistent with other purchases by the enterprise. If the consideration payable by the enterprise to the customer exceeds the fair value of the clearly distinguishable commodity obtained from the customer, the excess amount shall be offset against the transaction price. If the fair value of the clearly distinguishable commodity obtained from the customer cannot be reasonably estimated, the enterprise shall offset the transaction price in full from the consideration payable to the customer. Differences in accounting policies for revenue recognition due to different business models None 40. Government grants 40.1 Government grants include asset related government grants and income related government grants. 40.2 If a government grant is in the form of monetary asset, it is measured at the amount received or receivable. If a government grant is in the form of a non-monetary asset, it is measured at fair value. If the fair value cannot be reliably determined, it is measured at a nominal amount. 40.3 The government grant adopts the total method (1) A government grant related to an asset is recognized as deferred income, and amortized to profit or loss on a reasonable and systematic basis over the useful life of the related asset. If the relevant assets are sold, transferred, scrapped or damaged before the end of their useful lives, the undistributed balance of related deferred income will be transferred to the profit or loss of the asset disposal in the current period. (2) If a government grant related to income is used to compensate for the related expenses or losses in the subsequent period, it shall be recognized as deferred income and shall be recorded in the current profit or loss in which the relevant expenses are recognized; For the compensation of related expenses or losses that have occurred, they shall be directly included in the current profits and losses. For government grants that include both the asset-related portion and the income-related portion, the different parts are separately accounted for; if it is indistinguishable, the overall classification is revenue-related government subsidies. 40.4 Government grants related to the company’s daily activities in accordance with the nature of the economic 106 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report business are included in other income or written down the related costs; government grants that are unrelated to the daily activities of the company shall be included in non-operating income and expenditure. 41. The deferred income tax assets and the deferred income tax liabilities 41.1 According to the book value of the assets, liabilities and its tax base the difference between the (not confirmed project as assets and liabilities of its tax base can be determined in accordance with the provisions of the tax law, the tax base and the difference between the book number), according to the forecast of the asset is recovered or the applicable tax rate calculation during the debt confirmed Deferred tax assets and deferred tax liabilities. 41.2 Confirm the deferred income tax assets to probably get used to making the deductible temporary differences are limited to the amount of taxable income. During the balance sheet date, there is strong evidence that the future is likely to obtain sufficient taxable income to offset the deductible temporary difference, confirm the unconfirmed deferred income tax assets in previous accounting periods. 41.3 On the balance sheet date, review the book value of the deferred income tax assets, and if during the period of the future may not be able to obtain sufficient taxable income to offset the benefit of the deferred income tax assets, the write-downs on the book value of the deferred income tax assets. If it is likely to obtain sufficient taxable income, return the amount of write-downs. 41.4 The Company’s current income tax and deferred income tax as recorded into the profits and losses of the current income tax expenses, or earnings, but does not include the income tax in the following circumstances: (1) The business combination;(2) Direct confirmation of transactions or events in the owner’s equity. 42. Lease 42.1 Accounting treatment of operating leases The Company as lessee under operating leases: operating lease payments are recognized on a straight-line basis over the term of the relevant lease, and are either included in the cost of related asset or charged to profit or loss for the period. Initial direct costs incurred are charged to profit or loss for the period. Contingent rents are charged to profit or loss in the period in which they are actually incurred. The Company as lessor under operating leases: rental income from operating leases is recognized in profit or loss on a straight-line basis over the term of the relevant lease. Initial direct costs with more than an insignificant amount are capitalized when incurred, and are recognized in profit or loss on the same basis as rental income over the lease term. Other initial direct costs with an insignificant amount are charged to profit or loss in the period in which they are incurred. Contingent rents are charged to profit or loss in the period in which they actually arise. 42.2 Accounting treatment of financial leases The Company as lessee under finance leases: at the commencement of the lease term, the Company records the leased asset at an amount equal to the lower of the fair value of the leased asset and the present value of the minimum lease payments at the inception of the lease, and recognizes a long-term payable at an amount equal to 107 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report the minimum lease payments. The difference between the recorded amounts is accounted for as unrecognized finance charge. Unrecognized finance charges are recognized as finance charge for the period using the effective interest method over the lease term. The Company as lessor under finance leases: at the commencement of the lease term, the aggregate of the minimum lease receivable at the inception of the lease and the initial direct costs is recognized as a finance lease receivable, and the unguaranteed residual value is recorded at the same time. The difference between the aggregate of the minimum lease receivable, the initial direct costs and the unguaranteed residual value, and the aggregate of their present values is recognized as unearned finance income. Unearned finance income is recognized as finance income for the period using the effective interest method over the lease term. 43. Other significant accounting policies and accounting estimates None 44.Changes in Important Accounting Policies and Accounting Estimates (1) Changes in Important Accounting Policies √ Applicable □ Not applicable Content and reasons of changes in Approval procedures Remarks accounting policies On December 7, 2018, the Ministry of Finance revised, printed and issued the Accounting Standards for Business Enterprises No. 21 – Lease” (Finance and Accounting [2018] No. 35). Companies that Based on the revision of accounting are listed both at home and abroad,and standards mentioned above and the companies that are listed overseas and adopt Approved by the 18th Meeting of the 5th requirements of the performing period, the International Financial Reporting Standards Board of Directors and the 15th Meeting of Company made adjustments to the or Accounting Standards for Business the 5th Board of Supervisors. corresponding content of accounting policy Enterprises to and started to implement it since Jan. 1, prepare financial statements are required to 2021. implement it from January 1, 2019. Other companies that implement the Accounting Standards for Business Enterprises shall implement it from January 1, 2021. (2) Changes in important accounting estimates □ Applicable √ Not applicable (3) The related items of financial statements at the beginning of the year that need to be adjusted after the implementation of the new lease standard in 2021 Applicable Whether to adjust the balance sheet account at the beginning of the year √ Yes □ No 108 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Consolidated balance sheet Unit:RMB Item Dec. 31st, 2020 Jan. 1st, 2021 Adjustment Current Assets: Monetary funds 5,950,395,089.12 5,950,395,089.12 Settlement reserve Due from banks and other financial institutions Transactional financial assets 983,205,858.25 983,205,858.25 Derivative financial assets Notes Receivable Accounts Receivable 21,493,637.66 21,493,637.66 Financing receivables Prepayments 2,204,120.00 2,204,120.00 Premium receivables Reinsurance accounts receivable Reinsurance contract reserve receivables Other receivables 304,318,966.20 304,318,966.20 Inc: Interest receivables Dividends receivables Financial assets purchased under resale agreements Inventories Contract assets Assets held for sale Non-current assets due within one year 1,985,873,462.75 1,985,873,462.75 Other current assets 175,179,650.61 44,858,022.80 -130,321,627.81 Total current assets 9,422,670,784.59 9,292,349,156.78 -130,321,627.81 Non-current assets: Loans and Advances Debt investments Other debt investments Long-term receivables Long-term equity investment Other equity instruments 152,800,000.00 152,800,000.00 Other non-current financial assets 208,450,315.01 208,450,315.01 109 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Investment properties 668,014,515.82 668,014,515.82 Fixed assets 1,612,792,592.67 1,612,792,592.67 Construction in progress 214,248,125.04 214,248,125.04 Productive biological assets Oil and gas assets Right-of-use assets 1,491,006,998.14 1,491,006,998.14 Intangible assets 426,352,455.75 426,352,455.75 Development expenditure Goodwill 99,867,720.38 99,867,720.38 Long-term prepaid expense 440,955,377.93 412,508,666.20 -28,446,711.73 Deferred tax assets 21,606,436.77 21,606,436.77 Other non-current assets 1,151,091,703.31 1,151,091,703.31 Total non-current assets 4,996,179,242.68 6,458,739,529.09 1,462,560,286.41 Total assets 14,418,850,027.27 15,751,088,685.87 1,332,238,658.60 Current liabilities: Short-term borrowings 3,976,019,329.22 3,976,019,329.22 Borrowing from the central bank Borrowings from banks and other financial institutions Transactional financial liabilities Derivative financial liabilities Notes payable Accounts payable 211,824,402.86 211,824,402.86 Receipts in advance Contract liabilities 4,925,428,309.33 4,925,428,309.33 Financial assets sold for repurchase Receipt of deposits and deposits from other banks Customer deposits for trading in securities Amounts due to issuer for securities underwriting Employee benefits payable 637,448,433.99 637,448,433.99 Taxes payable 131,111,770.78 131,111,770.78 Other payable 9,479,383.03 9,479,383.03 Inc:Interest payables Dividends payable Fees and commission payable 110 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Accounts payable reinsurance Held-for-sale liabilities Non-current liabilities due within one Year 699,372,590.26 699,372,590.26 Other current liabilities 147,765,156.66 147,765,156.66 Total current liabilities 10,039,076,785.87 10,738,449,376.13 699,372,590.26 Non-current Liabilities: Deposits for insurance contracts Long-term loans Bonds payable Inc: Bonds payable preferred stock Bonds payable perpetual bond Lease liabilities 632,866,068.34 632,866,068.34 Long-term payable Long-term payroll payable Provisions Deferred Income Deferred tax liabilities 104,677,444.59 104,677,444.59 Other non-current liabilities Total non-current liabilities 104,677,444.59 737,543,512.93 632,866,068.34 Total liabilities 10,143,754,230.46 11,475,992,889.06 1,332,238,658.60 Owners' equity: Share capital 103,807,623.00 103,807,623.00 Other equity instrument Inc: Other equity instruments preferred stock Other equity instruments_perpetual bond Capital reserve 1,225,481,049.50 1,225,481,049.50 Less: Treasury stock Other comprehensive income 30,000,000.00 30,000,000.00 Special reserve Surplus reserve 45,000,000.00 45,000,000.00 General risk reserve Undistributed earnings 2,870,839,120.70 2,870,839,120.70 Total owners' equity attributable to the parent company 4,275,127,793.20 4,275,127,793.20 Minority shareholders' equity -31,996.39 -31,996.39 111 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Total owners' equity 4,275,095,796.81 4,275,095,796.81 Total liabilities and owners' equity 14,418,850,027.27 15,751,088,685.87 1,332,238,658.60 Statements on adjustments According to the Notice on Revision and Issuance of Accounting Standards for Business Enterprises No. 21 – Lease (Finance and Accounting [2018] No. 35) issued by the Ministry of Finance in December 2018, the Company, from January 1, 2021, discloses accounting statements in accordance with the new lease standards. Parent company balance sheet Unit: RMB Item Dec. 31st, 2020 Jan. 1st, 2021 Adjustment Current Assets: Monetary funds 56,138,356.37 56,138,356.37 Transactional financial assets 1,630,453.37 1,630,453.37 Derivative financial assets Note receivables Accounts Receivable 14,792,320.38 14,792,320.38 Financing receivables Prepayments Other receivables 621,900,443.29 621,900,443.29 Inc: Interest receivables Dividends receivables Inventories Contract assets Assets held for sale Non-current assets due within one year Other current assets Total current assets 694,461,573.41 694,461,573.41 Non-current assets: Debt investment Other debt investments Long-term receivables Long-term equity investment 18,582,307,907.14 18,582,307,907.14 Other equity instruments 152,800,000.00 152,800,000.00 Other non-current financial assets Investment properties 384,641,527.88 384,641,527.88 112 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Fixed assets 383,060,000.00 383,060,000.00 Construction in progress 72,569,103.57 72,569,103.57 Productiver biological assets Oil and gas assets Right-of-use assets Intangible assets Development expenditure Goodwill Long-term prepaid expenses Deferred tax assets 20,529,151.44 20,529,151.44 Other non-current assets 501,095,111.10 501,095,111.10 Total non-current assets 20,097,002,801.13 20,097,002,801.13 Total assets 20,791,464,374.54 20,791,464,374.54 Current liabilities: Short-term loans 871,083,875.00 871,083,875.00 Transactional financial liabilities Derivative financial liabilities Note payable Accounts payable 83,621,752.26 83,621,752.26 Receipts in advance Contract liabilities Employee benefits payable Taxes payable 1,437,291.71 1,437,291.71 Other payables 446,606,530.72 446,606,530.72 Inc: Interest payable Dividends payable Held-for-sale liabilities Non-current liabilities due within one year Other current liabilities Total current liabilities 1,402,749,449.69 1,402,749,449.69 Non-current liabilities: Long-term loans Bonds payable Inc: Bonds payable preferred stock 113 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Bonds payable perpetual bond Lease liabilities Long-term payable Long-term payroll payable Provisions Deferred income Deferred tax liabilities 10,007,613.34 10,007,613.34 Other non-current liabilities Total non-current liabilities 10,007,613.34 10,007,613.34 Total liabilities 1,412,757,063.03 1,412,757,063.03 Owners' equity: Share capital 6,167,399,389.00 6,167,399,389.00 Other equity instrument Inc: Other equity instruments preferred stock Other equity instruments perpetual bond Capital reserve 12,775,326,370.33 12,775,326,370.33 Less: treasury stock Other comprehensive income 30,000,000.00 30,000,000.00 Special reserve Surplus reserve 387,458,806.65 387,458,806.65 Undistributed earnings 18,522,745.53 18,522,745.53 Total owners'equity 19,378,707,311.51 19,378,707,311.51 Total liabilities and owners' equity 20,791,464,374.54 20,791,464,374.54 Description of adjustment None (4) Description of comparative data in the early stage of retroactive adjustment of the new lease standard initially implemented since 2021 □ Applicable √ Not Applicable 45. Others None Section VI. Taxes 1. Major categories of taxes and tax rates Category of tax Basis of tax Tax rate Value-added tax Taxable revenue for sales of goods and supply of services 3%、5%、6% 114 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report City maintenance and construction tax Turnover taxes payable 5%、7% Corporate income tax Taxable income 15%、20%、25% Education supplementary tax Turnover taxes payable 3% Local education supplementary tax Turnover taxes payable 2% Disclosure statement on taxpayers with different corporate income tax rates Names of taxpayers Income tax rates 1.The Company 25% 2.Offcn Ltd. 15% 3.Wuhu Yawei Automobile Sales Service Co., Ltd 25% 4. Ningguo Yaxia Motor Vehicle Driver Training School (Co., Ltd.) 25% 5.Huangshan Yaxia Fudi Automobile Sales Services Co., Ltd. 20% 6.Chaohu Yaxia Kaixuan Automobile Sales Service Co., Ltd. 25% 7.Bozhou Yaxia Motor Vehicle Driver Training School Co., Ltd. 25% 8.Suzhou Bokai Automobile Sales Service Co., Ltd. 25% 9.Beijing Offcn Future Education Technology Co. Ltd 20% 10.Beijing Offcn Future Research Education Technology Co., Ltd. 25% 11.Shaanxi Offcn Education Technology Co. Ltd. 25% 12. Chengdu Offcn Future Education Training School Co. Ltd. 25% 13.Zhejiang Offcn Education Technology Co. Ltd.. 25% 14.Taizhou Offcn Future Enterprise Management Consulting Co., Ltd. 20% 15.Beijing Offcn Xinzhiyu Online Technology Co., Ltd. 20% 16.Hulunbeier Hailar Offcn Education Information Consulting Co., Ltd.. 20% 17.Xilinhot Offcn Future Education Consulting Co., Ltd 25% 18.Yueqing Lecheng Offcn Training Center Co., Ltd.. 20% 19.Jiaozuo Offcn Future Education Service Co., Ltd 20% 20.Xinzheng Offcn Cultural Communication Co., Ltd.. 20% 21.Chongqing Jiangbei Offcn Vocational Examination Training Co., Ltd. 20% 22.Nanjing Offcn Future Education Consulting Co., Ltd. 25% 23.Baiyin Offcn Future Education Consulting Co., Ltd. 20% 24.Beijing Xinde Zhiyuan Enterprise Management Consulting Co., Ltd.. 20% 25.Nanjing Huiyue Hotel Management Co., Ltd. 25% 26.Shandong Kunzhong Real Estate Co., Ltd. 25% 115 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 27.Sanmenxia Offcn Cultural Communication Co., Ltd. 20% 28.Liaoning Offcn Academic & Cultural Exchange Co., Ltd. 25% 29.Liaoning Offcn Education Technology Co., Ltd. 25% 30.Shandong Offcn Education Technology Co., Ltd. 25% 31.Jilin Changyi Offcn Education Training School Co., Ltd. 25% 32.Yuxi Offcn Training School Co., Ltd. 20% 33.Tonghua Offcn Training School Co., Ltd. 25% 34.Hunan Lightsalt Offcn Education Technology Co., Ltd.. 25% 35.Tianjin Hexi Offcn Training School Co., Ltd. 20% 36.Chengdu Offcn Education Training School Co., Ltd. 20% 37.Shandong Zhuoda Business Management Co., Ltd. 20% 38.Liaoning Zhongcheng Real Estate Development Co.,Ltd. 25% 39. Wuhu Offcn Training School Co. Ltd. 25% 40.Wuhan Guoshang Human Resource Service Co., Ltd. 25% 41.Jinan Zhangqiu Offcn Training School Co. Ltd. 20% 42.Mengzi Offcn Education Training Co. Ltd.. 25% 43.Beijing Offcn Technology Development Co. Ltd.. 25% 44.Shanghai Offcn Education Technology Co. Ltd. 25% 45.Guangzhou Offcn Smart Education Technology Co. Ltd. 25% 46.Pingshan Offcn Education Technology Co. Ltd. 25% 47.Shandong Offcn Education Training School Co. Ltd. 25% 48.Lanzhou Offcn Education Training School Co. Ltd. 25% 49. Diqing Offcn Training School Co. Ltd. 25% 50. Anshan Tiedong Offcn Education Training School Co.,Ltd. 25% 51. Wenling Offcn Information Consultancy Co. Ltd 25% 2. Preferential taxation 2.1.Value-added tax (1) According to the Notice on Implementing the Inclusive Tax Reduction Policy for Small and Micro Enterprises (CS [2019] No. 13), in order to further support the development of small and micro enterprises, from January 1, 2019 to December 31, 2021, small-scale value-added taxpayers with monthly sales less than RMB 100,000 (included) are exempt from value-added tax. According to the Announcement on clarifying the VAT exemption policy for small-scale taxpayers (CS [2021] No. 11), from April 1, 2021 to December 31, 2022, small-scale taxpayers with monthly sales of less than RMB150,000 (included) will be exempt from VAT. 116 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report The Company's branches and subsidiaries that meet the exemption conditions are exempt from VAT. (2) According to the Notice of the Ministry of Finance and the State Administration of Taxation on the Relevant Policies on Deduction of Value Added Tax for Special Equipment and Technical Maintenance Costs of Value Added Tax Control System (CS [2012] No. 15), if the VAT taxpayers purchase special equipment for the VAT tax control system (including separate ticket machines) for the first time after December 1, 2011 (including, the same below), the purchase expenses can be fully deducted from the VAT payable (the deduction is the total amount of price and tax) by the VAT invoice obtained from the purchase of special equipment for the VAT tax control system, and the deduction that is insufficient can be carried forward to the next period. The VAT taxpayer's technical maintenance fee paid after December 1, 2011 (excluding the technical maintenance fee paid before November 30, 2011) can be deducted from the tax payable at full amount by the technical maintenance invoice issued by the technical maintenance service unit, and those that are insufficient to be deducted can be carried forward to the next period. The Company and the qualified branches and subsidiaries deduct the VAT payable at full amount according to the regulations. (3) In accordance with the Announcement on Favorable Tax Policies for the Prevention and Control of Covid-19 (Announcement No. 8 of 2020 by the Ministry of Finance and the State Administration of Taxation), the taxpayers’ income from offering public transportation services, daily life services, and delivering services for residents with living necessities is exempt from value-added tax. The specific scope of public transportation services complies with that stipulated in the “Regulations on Issues Related to the Pilot Program of Changing Sales Tax to Value-Added Tax” (Published and issued by F&T [2016] No. 36). The specific scope of life services and express delivery services complies with that stipulated in the "Sales Services, Intangible Assets, and Real Estate Notes" (issued by F&T [2016] No. 36). The Company’s qualified branches and subsidiaries that meet the exemption conditions are exempt from the value-added tax. (4) According to the Announcement on Deepening the Reform of Relevant Policies About Value-Added Tax”(Announcement No. 39, 2019 of the Ministry of Finance, State Administration of Taxation, General Administration of Customs), from April 1, 2019 to December 31, 2021, Taxpayers involved in the production and living service industry are allowed to deduct deductible input tax plus 10% from the tax payable. The Company’s qualified branches and subsidiaries will additionally deduct the value-added tax payable according to this preferential policy. (5) According to Announcement From the Ministry of Finance and the State Administration of Taxation on Continuing the Implementation of Some Preferential Tax Policies in Response to the Pandemic (CS [2021] No. 7), in order to further support the prevention and control of the pandemic, the preferential tax policy stipulated in the Announcement From the Ministry of Finance and State Administration of Taxation on VAT Policy to Support Individual Industrial and Commercial Entities to Resume Business (CS [2020] No. 13) will extend to December 31, 2021. And from April 1, 2021 to December 31, 2021, for the small-scale VAT taxpayers in Hubei Province who are eligible to a rate of 3% on the taxable sales income, the VAT shall be levied at a reduced rate of 1%; for the items that are eligible to a 3% rate of pre-paid VAT, the pre-paid VAT shall be reduced at the pre-collection rate of 1%. Branches and subsidiaries of the Company that meet the exemption conditions are exempt from VAT or are levied at a reduced rate of 1%. 117 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 2.2.Education surcharge and local education surcharge According to the Notice of the Ministry of Finance and the State Administration of Taxation on Expanding the Exemption Scope of Relevant Governmental Funds (CS [2016] No. 12), since February 1, 2016, the exemption scopes of education surcharges, local education surcharges and water conservancy construction fund are expanded from the current monthly taxpayers whose monthly sales or turnover does not exceed RMB30,000 (quarterly sales or turnover does not exceed RMB90,000 for quarterly taxes) to monthly taxpayers whose monthly sales or turnover does not exceed RMB100,000 (quarterly sales or turnover does not exceed RMB300,000 for quarterly taxes). Branches and subsidiaries of the Company that meet the exemption conditions are exempt from education surcharges and local education surcharges. 2.3. Corporate income tax (1) On August 10, 2017, Offcn Co. Ltd. got authenticated as a high-tech enterprise by Beijing Municipal State Administration of Taxation, Beijing Municipal Tax Service, Beijing Municipal Finance Bureau and Beijing Municipal Science and Technology Commission, obtaining the high-tech enterprise certificate numbered GR20171101302. The validity period of the certificate is from August 10, 2017 to August 9, 2020. On October 21, 2020, Offcn Co. Ltd. got authenticated as a high-tech enterprise by Beijing Municipal State Administration of Taxation, Beijing Municipal Tax Service, Beijing Municipal Finance Bureau and Beijing Municipal Science and Technology Commission, obtaining the high-tech enterprise certificate numbered GR202011002730. The validity period of the certificate is from October 21, 2020 to October 20, 2023. Offcn Co. Ltd. and its subsidiaries shall pay corporate income tax at a rate of 15%. (2) According to the Notice on Implementing the Inclusive Tax Reduction Policy for Small and Micro Enterprises (CS [2019] No. 13), from January 1, 2019 to December 31, 2021, for small and low-profit enterprises, the taxable portion of their annual taxable income not more than RMB1 million shall be measured at a reduced rate of 25%, and the corporate income tax shall be paid at a rate of 20%. The taxable portion of the annual taxable income more than RMB1 million but not more than RMB3 million shall be measured at a reduced rate of 50%, and the corporate income tax shall be paid at a rate of 20%. According to the Notice on the Implementation of Preferential Income Tax Policies for Small and Micro Enterprises and Individual Businesses (Notice No. 12 of the State Administration of Taxation and the Ministry of Finance, 2021), for small and low-profit enterprises, in additional to the preferential policies stipulated in Article 2 of the Notice on Implementing the Inclusive Tax Relief Policies for Small and Micro Enterprises from Ministry of Finance and the State Administration of Taxation (CS [2019] No. 13) the corporate income tax on the portion of the annual taxable income not more than RMB1 million, shall be further reduced by half. The period is from January 1, 2021 to December 31, 2022. Subsidiaries of the Company that meet the conditions shall apply to the above policies in calculating and paying corporate income tax. (3) According to the Notice on Clarifying the Scope of Small and Low-profit Enterprises that Enjoy the Preferential Policies to Exempt from Local Share Portion of Corporate Income Tax from the Notice of Party Committee and the People's Government of Inner Mongolia Autonomous Region (NCS [2019] No. 227), for small and low-profit enterprises with the annual taxable income not more than RMB 1 million, in accordance with the 118 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Notice on Implementing the Inclusive Tax Reduction Policy for Small and Micro Enterprises (CS [2019] No. 13), the annual taxable income shall be measured at a reduced rate of 25%. After calculating the corporate income tax at a rate of 20%, according to the Notice issued by the Party Committee and the People's Government of Inner Mongolia Autonomous Region (NDF [2018] No. 23), the local share portion of corporate income tax (40%) shall be exempted. Subsidiaries of the Company that meet the conditions shall apply to the policies in calculating and paying corporate income tax. 3.Others None VII. Notes To Consolidated Financial Statements 1. Monetary funds Unit:RMB Item Closing balance Opening balance Cash on hand 90,792.90 67,906.76 Cash on bank 3,366,518,184.89 5,882,201,630.73 Other monetary funds 193,959,707.39 68,125,551.63 Total 3,560,568,685.18 5,950,395,089.12 other information (1) Other monetary funds mainly include the balances of third-party payment platforms such as POS, Alipay, and Tenpay. (2) At the end of the period, there are no mortgage, pledge, freezing and other restrictions on the use of funds. Details on Note VII of this report, 81, “Assets with restricted ownership or rights of use”. (3) There were no cash deposited abroad at the end of the period. 2. Transactional financial assets Unit:RMB Item Closing balance Opening balance Financial assets measured at fair value with 178,565,832.93 983,205,858.25 changes included in current profit and loss Inc: Debt instrument investment 178,565,832.93 983,205,858.25 Inc: Total 178,565,832.93 983,205,858.25 3. Derivative financial assets Unit:RMB Item Closing balance Opening balance 119 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 4. Notes receivable (1) Classification of notes receivable Unit:RMB Item Closing balance Opening balance Unit:RMB Closing balance Opening balance Book balance Bad debt provision Book balancet Bad debt r provision Category Book Book Proportion value Proportion value Amount Proportion Amount Amount Proportion Amount of provision of provision Inc: Inc: Provision for bad debts by per item: Unit:RMB Closing balance Name Book balance Bad debt provision Proportion of provision Reason for provision Total — — Provision for bad debts by portfolio: Unit:RMB Closing balance Name Book balance Bad debt reserves Accrual ratio If the bad debt provision of notes receivable is calculated according to the general model of expected credit loss, please disclose the relevant information of bad debt provision with reference to the disclosure method of other receivables: □ Applicable √ Not Applicable (2) Provision, recovery and reversal for bad debts in current period Provision for bad debts in current period Unit:RMB Category Opening balance Amount of change in the current period Closing balance Important provision, withdrawal or reversal for bad debts in current period: □ Applicable √ Not Applicable (3) Notes receivable pledged by the Company at the end of the period Unit:RMB Item Pledged amount at the end of the period 120 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (4) Notes receivable that have been endorsed or discounted by the company at the end of the period and have not yet matured at the balance sheet date Unit:RMB Item Amount of confirmation at the end of the period Amount not confirmation at the end of the period (5) Notes transferred to accounts receivable by the Company due to the drawer's failure to perform the contract at the end of the period, Unit:RMB Item Amount transferred to accounts receivable at the end of the period (6)Notes receivable actually written off in current period Unit:RMB Item Amount of writing off Writing off important notes receivable: Unit:RMB Whether the funds Name of the Nature of notes Amount of writing Reasons for writing Procedure of writing are generated by Company receivable off off off related party transactions 5. Accounts receivable (1) Classified disclosure of accounts receivable Unit:RMB Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Proport Book value Proportion Book value ion of Proportio Amount Proportion Amount Amount Amount of provisi n provision on Inc: Accounts receivable with provision for bad 34,648,578.71 100.00% 2,225,038.91 5.00% 32,423,539.80 22,625,024.65 100.00% 1,131,386.99 5.00% 21,493,637.66 debts in combination Inc: Combination 1 1,522,000.00 4.39% 76,100.00 5.00% 1,445,900.00 Combination 2 3,264,680.96 9.42% 163,095.65 5.00% 3,101,585.31 2,618,094.65 11.57% 131,040.49 5.01% 2,487,054.16 Combination 3 29,861,897.75 86.19% 1,985,843.26 5.00% 27,876,054.49 20,006,930.00 88.43% 1,000,346.50 5.00% 19,006,583.50 Total 34,648,578.71 100.00% 2,225,038.91 32,423,539.80 22,625,024.65 100.00% 1,131,386.99 21,493,637.66 121 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Provision for bad debts according to individual items: Unit:RMB Closing balance Name Book balance Bad debt provision Proportion of provision Reasons for provision Provision for bad debts according to combination: 2,225,038.91 Unit:RMB Closing balance Name Book balance Bad debt provision Proportion of provision Combination 1 1,522,000.00 76,100.00 5.00% Combination 2 3,264,680.96 163,095.65 5.00% Combination 3 29,861,897.75 1,985,843.26 5.00% Total 34,648,578.71 2,225,038.91 — Description of the basis for determining the combination: None Provision for bad debts according to combination: Unit:RMB Closing balance Name Book balance Bad debt provision Proportion of provision Description of the basis for determining the combination: If the provision for bad debts of accounts receivable is calculated according to the general model of expected credit loss, please refer to the disclosure method of other receivables to disclose the relevant information of bad debt provision: □ Applicable √ Not Applicable Disclosure by account age Unit:RMB Ages Book balance Within 1 year (included) 24,796,379.06 Within 1 year (included) 24,796,379.06 1 to 2 years 9,852,199.65 Total 34,648,578.71 (2) Provision, recovery and reversal for bad debts in current period Provision for bad debts in the current period: Unit:RMB Category Opening balance Amount of change in the current period Closing balance 122 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Provision recovery or reversal Write off Others Provision for bad debts of accounts 1,131,386.99 1,093,651.92 2,225,038.91 receivable Total 1,131,386.99 1,093,651.92 2,225,038.91 Important provision, recovery and reversal for bad debts in current period: Unit:RMB Company name Amount recovered or reversed Recovery method (3) Accounts receivable actually written off in the current period Unit:RMB Item Write off amount Important write-off accounts receivable: Unit:RMB Whether the funds Nature of accounts Amount of writing Reasons for writing Procedures of writing are generated by Company name receivable off off off related party transactions Description of the write-off of accounts receivable: (4) Accounts receivable of top five closing balance collected by debtors Unit:RMB Closing balance of accounts Proportion in the total closing Closing balance of bad debt Company name receivable balance of accounts receivable reserves Yaxia Industrial Co. Ltd. 29,854,967.75 86.17% 1,985,496.76 Customer 1 1,522,000.00 4.39% 76,100.00 Customer 2 1,134,113.50 3.27% 56,705.68 Customer 3 197,644.50 0.57% 9,882.23 Customer 4 186,794.00 0.54% 9,339.70 Total 32,895,519.75 94.94% (5) Accounts receivable terminated due to transfer of financial assets None (6) Amount of assets and liabilities formed by transferring accounts receivable and continuing involvement None 6. Receivables financing Unit:RMB Item Closing balance Opening balance 123 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Changes in receivable financing and fair values in current period □ Applicable √ Not applicable If the provision for impairment of receivables financing is withdrawn according to the general model of expected credit loss, please refer to the disclosure method of other receivables to disclose the relevant information of impairment provision: □ Applicable √ Not applicable 7. Prepayments (1) Disclosure by account age Unit:RMB Closing balance Opening balance Account age Amount Proportion Amount Proportion Within 1 year 1,540,010.00 100.00% 2,204,120.00 100.00% Total 1,540,010.00 -- 2,204,120.00 -- Reasons for not timely settling the important prepayments with an account age of more than one year: None (2)Prepayment of top five closing balance collected by prepayment objects Name of company Nature of Closing balance Account age Proportion in total amount Provision for Payment of prepayment(%) bad debts Nanjing Tuniu International Travel Air ticket 835,488.00 Within 1 year 54.25 Agency Co., Ltd payment Nanjing Eurasian Air Passengers Air ticket 704,522.00 Within 1 year 45.75 Transport Agency Co., Ltd. payment Total 1,540,010.00 100.00 8.Other receivables Unit:RMB Item Closing balance Opening balance Other receivables 382,044,846.69 304,318,966.20 Total 382,044,846.69 304,318,966.20 (1)Interest receivable 1)Classification of interest receivable Unit:RMB Item Closing balance Opening balance 2)Important overdue interest Unit: RMB Borrower Closing balance Overdue time Overdue reasons Whether there is 124 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report impairment and its judgment basis 3)Provision for bad debts □ Applicable √ Not applicable (2) Dividends receivable 1) Classification of dividends receivable Unit:RMB Item (or Investee) Closing balance Opening balance 2) Important dividends receivable with an account age of over 1 year Unit:RMB Whether there is Item (or Investee) Closing balance Account age Reasons for non recovery impairment and its judgment basis 3)Provision for bad debts □ Applicable √ Not applicable other information: None (3) Other receivables 1) Classification of other receivables by nature of payment Unit:RMB Nature of payment Closing Book balance Opening Book balance Deposits and guarantees 379,678,070.53 302,437,947.35 Reserve fund 304,970.00 120.00 deferred expense and others 2,061,806.16 1,880,898.85 Total 382,044,846.69 304,318,966.20 2) Provision for bad debts Unit: RMB Stage 1 Stage 2 Stage 3 Provision for bad debts Expected credit Expected credit loss in the Expected credit loss in the Total loss in the next whole duration (no credit whole duration (credit 12 months impairment has occurred) impairment has occurred) Balance at Jan. 1st, 2021 377,400.85 510,300.00 887,700.85 Balance at Jan. 1st, 2021 in — — — — current period Provision in the current period 185,401.83 170,100.00 355,501.83 125 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Write-off in the current period 680,400.00 680,400.00 Balance at June 30th, 2021 562,802.68 0.00 562,802.68 Changes in book balance of loss reserves with significant changes in current period □ Applicable √ Not applicable Disclosure by account age Unit:RMB Account age Closing balance Within 1 year (included) 132,887,291.95 Within 1 year (included) 132,887,291.95 1 to 2 years 222,953,484.07 2 to 3 years 7,675,997.74 More than 3 years 18,528,072.93 3 to 4 years 2,259,965.25 4 to 5 years 8,957,206.80 More than 5 years 7,310,900.88 Total 382,044,846.69 3) Provision, recovery and reversal for bad debts in current period Provision for bad debts in current period: Unit:RMB Amount of change in the current period Category Opening balance Recovery or Closing balance Provision Write-off Others reversal Provision for bad debts of other 887,700.85 355,501.83 680,400.00 562,802.68 receivables Total 887,700.85 355,501.83 680,400.00 562,802.68 The important amount of bad debt reserves recovered or reversed in the current period: Unit:RMB Name of company Amount of recovered or reversed Recovery method 4) Other receivables actually written off in the current period Unit:RMB Item Write-off amount receivables actually written off 680,400.00 Important write-off of other receivables: 126 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit:RMB Whether the funds Nature of other are generated by Name of company Write-off amount Write-off reasons Write off procedures receivables related party transactions Description of write-off of other receivables: None 5) Other receivables of top five closing balance collected by debtors Unit:RMB Closing Proportion in total balance of Name of company Nature of payment Closing balance Account age other closing balance bad debt receivables (%) provision Liaoning Hanhui Industrial Co., Ltd Deposits and guarantees 200,000,000.00 1 to 2 years 52.35% Beijing Huaxia Shunxin Property Deposits and guarantees 25,000,000.00 Within 1 year 6.54% Management Co., Ltd. Beijing Wushuang Technology Co., Deposits and guarantees 15,000,000.00 1 to 2 years 3.93% Ltd Shenyang Lijing Mingzhu Hotel Deposits and guarantees 5,675,200.00 4 to 5 years 1.49% Management Co., Ltd Harbin Yuheng Pharmaceutical Co., More than 5 Deposits and guarantees 2,700,000.00 0.71% Ltd. years Total — 248,375,200.00 -- 65.02% 6) Receivables involving government subsidies Unit:RMB Name of government Account age at the end of Estimated time, amount Name of company Closing balance subsidy project the period and basis of collection None 7) Other receivables terminated due to transfer of financial assets None 8)Amount of assets and liabilities formed by transferring other receivables and continuing involvement None 9. Inventories Whether the Company needs to comply with the disclosure requirements of the real estate industry None 10. Contract assets Unit:RMB 127 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Closing balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment The amount and reasons for significant changes in the book value of contract assets in the current period: Unit:RMB Item Change in the amount Reasons for changes If the provision for bad debt of contract assets is withdrawn according to the general model of expected credit loss, please refer to the disclosure method of other receivables to disclose the relevant information of bad debt provision: □ Applicable √ Not applicable Provision for impairment of contract assets in the current period Unit:RMB Provision in the current Reversal in current Write-off in current Item Reasons period period period other information: 11.Assets held for sale Unit:RMB Book balance at Provision for Book value at the Estimated Estimated Item the end of the Fair value impairment end of the period disposal costs disposal time period 12. Non-current assets due within one year Unit:RMB Item Closing balance Opening balance Debt investment due within one year 20,027,866.69 1,985,873,462.75 Total 20,027,866.69 1,985,873,462.75 Important debt investment / Other debt investment Unit:RMB Closing balance Opening balance Credit item Real Coupon Real Due Par value Due date Par value Nominal rate interest rate interest rate date rate Beijing Sidaokou Sub-branch April 4, 500,000,000.00 4.12% 4.12% of Huaxia Bank Co., Ltd. 2021 April Qianmen Sub-branch, China 500,000,000.00 3.85% 3.85% 12, Construction Bank Corporation 2021 Beijing Shangdi sub-branch of June 5, 300,000,000.00 4.30% 4.30% China Minsheng Bank Co., Ltd 2021 128 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report June Beijing Shangdi sub-branch of 200,000,000.00 4.30% 4.30% 13, China Minsheng Bank Co., Ltd 2021 Meihekou Rural Credit June 6, Cooperative, Cooperative 100,000,000.00 4.20% 4.20% 2021 Union Sales Department Meihekou Rural Credit July 2, Cooperative, Cooperative 100,000,000.00 4.20% 4.20% 2021 Union Sales Department Meihekou Rural Credit April Cooperative, Cooperative 50,000,000.00 4.20% 4.20% 26, Union Sales Department 2021 Meihekou Rural Credit May Cooperative, Cooperative 50,000,000.00 4.20% 4.20% 31, Union Sales Department 2021 China Merchants Bank Co., Dec. 20,000,000. Dec. 18, Ltd. Beijing Fangzhuang 4.18% 4.18% 20,000,000.00 4.18% 4.18% 18, 00 2021 sub-branch 2021 20,000,000. Total — — — 1,820,000,000.00 — — — 00 other information: None 13. Other current assets Unit:RMB Item Closing balance Opening balance Prepaid expenses 51,252,413.48 3,025,677.50 Pending payment 16,268,215.47 41,832,345.30 Fixed-term deposit 896,475,291.65 Prepaid corporate income tax 24,724,309.86 Total 988,720,230.46 44,858,022.80 other information: None 14. Debt investment Unit:RMB Closing balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment 129 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Important debt investment Unit:RMB Closing balance Opening balance Credit item Real Real interest Par value Coupon rate interest Due date Par value Coupon rate Due date rate rate Provision for impairment Unit:RMB Stage 1 Stage 2 Stage 3 Provision for bad debts Expected credit loss in the Expected credit loss in the Total Expected credit loss whole duration (no credit whole duration (credit in the next 12 months impairment has occurred) impairment has occurred) Balance at Jan. 1st, 2021 —— —— —— —— in current period Changes in book balance of loss reserves with significant changes in current period □ Applicable √ Not applicable other information: 15. Other debt investments Unit:RMB Accumulated Changes in loss reserves Changes in Opening Accrued fair value in Closing recognized in Item Cost accumulated Remarks balance interest the current balance other fair value period comprehensi ve income Other important debt investment Unit:RMB Other credit items Closing balance Opening balance Provision for impairment Unit:RMB Stage 1 Stage 2 Stage 3 Provision for bad debts Expected credit loss in the Expected credit loss in the Total Expected credit loss whole duration (no credit whole duration (credit in the next 12 months impairment has occurred) impairment has occurred) Balance at Jan. 1st, 2021 —— —— —— —— in current period Changes in book balance of loss reserves with significant changes in current period □ Applicable √ Not applicable 130 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report other information: 16. long-term receivables (1) long-term receivables Unit:RMB Item Closing balance Opening balance Discount rate range Impairment of bad debt reserves Unit:RMB Provision for bad debts Stage 1 Stage 2 Stage 3 Total Changes in book balance of loss reserves with significant changes in current period □ Applicable √ Not applicable (2) Long-term receivables terminated due to transfer of financial assets (3) Amount of assets and liabilities formed by transferring long-term receivables and continuing involvement other information 17. Long term equity investment Unit:RMB Closing balance of Opening balance (book Increase and decrease in the Closing balance (book Investee provision for value) current period value) impairment 18. Investment in other equity instruments Unit:RMB Item Closing balance Opening balance Shanghai Zuihuibao Network Technology Co., Ltd 126,000,000.00 126,000,000.00 Anhui Ningguo Rural Commercial Bank Co., Ltd 26,800,000.00 26,800,000.00 Total 152,800,000.00 152,800,000.00 Disclosure of non tradable equity instrument investment in the current period Unit:RMB Reasons for fair Amount of other value Reasons for comprehensive measurement and transferring other Recognized Accumulated Accumulated Item income its change comprehensive dividend income profit losses transferred to included in other income into retained earnings comprehensive retained earnings income Shanghai Zuihuibao Plan for long term 40,000,000.00 Network holding Technology Co., 131 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Ltd Anhui Ningguo Plan for long term Rural Commercial 1,327,872.00 holding Bank Co., Ltd Total 1,327,872.00 40,000,000.00 other information: None 19. Other non-current financial assets Unit:RMB Item Closing balance Opening balance Beijing Jinwu Venture Capital Center 38,050,000.00 38,050,000.00 (limited partnership) Financial products 172,249,205.48 170,400,315.01 Total 210,299,205.48 208,450,315.01 other information: 20. Investment properties (1) Investment properties adopting cost measurement mode √ Applicable □ Not applicable Unit:RMB Item Premises and buildings Land-use rights Construction in progress Total I. Original book value 1. Opening balance 377,111,222.22 473,825,849.87 850,937,072.09 2.Increase in current period (1) Outsourcing (2) Inventory/ Fixed assets/ Transfer in from construction in progress (3) Increase in business combination 3.Decrease in current 3,201,828.13 3,201,828.13 period (1)Disposal 3,201,828.13 3,201,828.13 (2)Other transfers 132 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 4.Closing balance 377,111,222.22 470,624,021.74 847,735,243.96 II. Accumulated depreciation and amortization 1. Opening balance 50,891,399.79 71,833,552.56 122,724,952.35 2. Increase in current 4,130,544.03 3,436,473.32 7,567,017.35 period (1) Provision or 4,130,544.03 3,436,473.32 7,567,017.35 amortization 3.Decrease in current 478,278.09 478,278.09 period (1) Disposal 478,278.09 478,278.09 (2) Other transfers 4. Closing balance 55,021,943.82 74,791,747.79 129,813,691.61 III. Provision for impairment 1. Opening balance 6,556,268.55 53,641,335.37 60,197,603.92 2. increase in current period (1) Provision 3. Decrease in current period (1)Disposal (2)Other transfers 4. Closing balance 6,556,268.55 53,641,335.37 60,197,603.92 IV. Book value 1. Book value at the end 315,533,009.85 342,190,938.58 0.00 657,723,948.43 of the period 2. Book value at the 319,663,553.88 348,350,961.94 0.00 668,014,515.82 beginning of the period (2)Investment properties adopting fair value measurement mode □ Applicable √ Not applicable 133 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (3)Investment properties without property right certificate Unit:RMB Item Book value Reasons for not completing the property rights certificate application Premises and buildings 219,092,799.43 In process Land-use right 5,227,422.33 In process other information None 21. Fixed Assets Unit: RMB Item Closing balance Opening balance Fixed assets 1,580,386,983.37 1,612,792,592.67 Total 1,580,386,983.37 1,612,792,592.67 (1) Fixed assets Unit: RMB Premises and Decoration of Transportation Electronic Office Item Total buildings fixed assets facility equipment equipment I. Original book value 1. Opening balance 1,554,597,283.39 64,708,424.02 79,864,456.42 221,718,295.47 12,041,667.21 1,932,930,126.51 2. Increase in the current 733,750.00 12,774,538.52 39,376.40 13,547,664.92 period (1) Purchase 733,750.00 12,774,538.52 39,376.40 13,547,664.92 (2)Transfer from construction in progress (3) Increase in business combination 3. Decrease in the 632,059.91 632,059.91 current period (1) Disposal or 632,059.91 632,059.91 obsolescence 4. Closing balance 1,554,597,283.39 64,708,424.02 79,966,146.51 234,492,833.99 12,081,043.61 1,945,845,731.52 II. Accumulated depreciation 1. Opening balance 95,350,935.18 23,777,361.06 67,037,779.49 123,219,503.77 10,672,970.00 320,058,549.50 2. Increase in the current 22,460,471.80 4,918,193.58 2,488,796.85 15,469,925.53 223,637.60 45,561,025.36 134 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report period (1) Accrual 22,460,471.80 4,918,193.58 2,488,796.85 15,469,925.53 223,637.60 45,561,025.36 3. Decrease in the 239,811.05 239,811.05 current period (1) Disposal or 239,811.05 239,811.05 obsolescence 4. Closing balance 117,811,406.98 28,695,554.64 69,286,765.29 138,689,429.30 10,896,607.60 365,379,763.81 III. Impairment provision 1. Opening balance 4,309.80 74,674.54 78,984.34 2. Increase in the current period (1) Accrual 3. Decrease in the current period (1) Disposal or obsolescence 4. Closing balance 4,309.80 74,674.54 78,984.34 IV. Book value 1. Closing book value 1,436,785,876.41 36,012,869.38 10,679,381.22 95,799,094.89 1,109,761.47 1,580,386,983.37 2. Opening book value 1,459,246,348.21 40,931,062.96 12,826,676.93 98,494,481.90 1,294,022.67 1,612,792,592.67 (2) Temporarily idle fixed assets Unit: RMB Accumulated Item Original book value Impairment provision Book value Note depreciation (3) Fixed assets leased out through operating lease Unit: RMB Item Closing book value (4) Fixed assets without property rights certificate Unit: RMB Reasons for not completing the property Item Book value rights certificate application Premises and buildings 747,215,249.27 In process 135 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (5) Liquidation of fixed assets Unit: RMB Item Closing Balance Opening Balance other information: None 22. Construction in progress Unit: RMB Item Closing balance Opening balance Construction in progress 256,986,886.10 214,248,125.04 Total 256,986,886.10 214,248,125.04 (1) Construction in progress Unit: RMB Closing Balance Opening Balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Offcn Fushun Building 147,653,548.32 147,653,548.32 140,287,691.52 140,287,691.52 Yaxia Bozhou Fortune Plaza 62,847,721.95 62,847,721.95 62,847,721.95 62,847,721.95 GAC-Toyota Bozhou 4S 9,721,381.62 9,721,381.62 9,721,381.62 9,721,381.62 Stores Huangshan Fudi Stores 1,391,329.95 1,391,329.95 1,391,329.95 1,391,329.95 Rizhao Future Study Town 33,059,632.94 33,059,632.94 Project New project of Zhongcheng 2,313,271.32 2,313,271.32 Real Estate Total 256,986,886.10 256,986,886.10 214,248,125.04 214,248,125.04 (2) Changes of significant projects in construction in the current period Unit: RMB Includi Proportion ng: of Accumulati Current Transferred Other capitali Increase accumulativ Project ve amount interest Opening fixed assets decrease Closing zation Capital Item Budget in the e project progress of interest capitali balance in the in the balance amount sources period investment (%) capitalizati zation period period of in budget on rate (%) current (%) interest 136 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Offcn 330,000 140,287, 7,365,85 147,653, Fushun 44.74% 44.74% Others ,000.00 694.52 6.80 548.32 Building Rizhao Future 195,000 33,059,6 33,059,6 Study 0.00 16.95% 16.95% Others ,000.00 32.94 32.94 Town Project 525,000 140,287, 40,425,4 180,713, Total -- -- -- ,000.00 694.52 89.74 181.26 (3) Accrual of impairment provision for construction in progress in the period Unit: RMB Item Accrual amount Reason Other information: None (4) Engineering materials Unit: RMB Closing balance Opening balance Item Book balance Impairment provision Book value Book balance Impairment provision Book value 23. Productive biological assets (1) Productive biological assets measured by cost □ Applicable √ Not applicable (2) Productive biological assets measured by fair value □ Applicable √ Not applicable 24. Oil and gas assets □ Applicable √ Not applicable 25. Right-of-use assets Unit: RMB Item Rent Total I. Original book value 1. Opening balance 1,491,006,998.14 1,491,006,998.14 2. Increased amount in the current period 77,742,880.29 77,742,880.29 (1) New lease contracts 77,742,880.29 77,742,880.29 137 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 3. Decreased amount in the current period 4. Closing balance 1,568,749,878.43 1,568,749,878.43 II. Accumulated impairment 1. Opening balance 2.Increased amount in the current period 223,626,364.59 223,626,364.59 (1) Accrual 223,626,364.59 223,626,364.59 3. Decreased amount in the current period (1) Disposal 4. Closing balance 223,626,364.59 223,626,364.59 III. Impairment provision 1. Opening balance 2.Increased amount in the current period (1) Accrual 3.Decreased amount in the current period (1) Disposal 4.Closing balance IV. Book value 1. Closing book value 1,345,123,513.84 1,345,123,513.84 2. Opening book value 1,491,006,998.14 1,491,006,998.14 Other information: None 26. Intangible assets (1) Intangible assets Unit: RMB Non-patent Software use Trademark Item Land use right Patent right Total technology right right I. Original book value 1. Opening balance 446,725,693.93 7,774,286.02 7,140,521.53 461,640,501.48 138 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 2. Increase in the period 96,743,250.00 96,743,250.00 (1)Purchase 96,743,250.00 96,743,250.00 (2) Internal R&D (3) Increase from business combination 3. Decrease in the period (1) Disposal 4. Closing balance 543,468,943.93 7,774,286.02 7,140,521.53 558,383,751.48 II. Accumulated amortization 1. Opening balance 29,028,132.73 3,810,053.83 2,446,748.17 35,284,934.73 2. Increase in the period 6,984,256.42 359,948.50 363,778.74 7,707,983.66 (1) Accrual 6,984,256.42 359,948.50 363,778.74 7,707,983.66 3. Decrease in the period (1) Disposal 4. Closing balance 36,012,389.15 4,170,002.33 2,810,526.91 42,992,918.39 III. Impairment provision 1. Opening balance 3,111.00 3,111.00 2. Increase in the period (1) Accrual 3. Decrease in the period (1) Disposal 4. Closing balance 3,111.00 3,111.00 IV. Book value 1. Closing book value 507,456,554.78 3,601,172.69 4,329,994.62 515,387,722.09 2. Opening book value 417,697,561.20 3,961,121.19 4,693,773.36 426,352,455.75 No intangible assets formed through internal research and development at period-end. (2) Land use rights without property rights certificate Unit: RMB 139 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Item Book value Reasons for not completing property rights certificate application Land-use rights 232,007,692.55 in process Other information: None 27. Development expenditure Unit: RMB Increase in the period Decrease in the period Opening Internal Recognized Transferred to Closing Item balance development Others as intangible current profit balance expenditure assets and loss Other information: None 28. Goodwill (1) Original book value of goodwill Unit: RMB Increase in the current period Decrease in the current period Name of the investee Formed by and item forming Opening balance Closing balance business Disposal goodwill combination Shandong Kunzhong 39,378,573.51 39,378,573.51 Real Estate Co., Ltd. Nanjing Huiyue Hotel Management 60,489,146.87 60,489,146.87 Co., Ltd. Total 99,867,720.38 99,867,720.38 (2) Goodwill impairment provision Unit: RMB Name of the Increase in the current period Decrease in the current period investee and item Opening balance Closing balance Accrual Disposal forming goodwill Total 140 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Relevant information of asset group or combination of asset group where goodwill is located The Company's acquisition of Shandong Kunzhong Real Estate Co., Ltd. in 2016 generated goodwill of RMB 39,378,573.51. The Company distributed the goodwill into relevant asset groups. The goodwill relevant asset groups consisted of long-term assets, goodwill and deferred tax liability. The recoverable amount of the asset groups is determined based on the net amount of fair value after deduction of the disposal expenses. The Company's acquisition of Nanjing Huiyue Hotel Management Co., Ltd. in 2018 generated goodwill of RMB 60,489,146.87. The Company distributed the goodwill into relevant asset groups. The goodwill relevant asset groups consisted of long-term assets, goodwill and deferred tax liability. The recoverable amount of the asset groups is determined based on the net amount of fair value after deduction of the disposal expenses. Statement on the confirmation methods for the testing of goodwill impairment, key parameters (such as the growth rate in the forecast period when the present value of future cash flow is predicted, growth rate in the stable period, profit rate, discount rate, forecast period, etc.) and goodwill impairment loss: Details on the method of goodwill impairment testing and provision for goodwill impairment are on Note V. 31, “Long-term Asset Impairment” of this report for reference. The recoverable amount of the Company's asset groups containing goodwill is estimated according to the fair value of the asset groups containing goodwill after deduction of disposal expenses. For assets with fair value that can be referred to in the market, the market comparison method is applied to estimate, and at the same time, the difference about time, transaction, region and other factors are considered to determine the reference date fair value of the assets to be estimated. For other assets, the reference date fair value of the assets to be estimated will be measured by cost method based on the status quo of assets. The Company entrusted an asset appraisal company to test goodwill impairment. After the test, no impairment of goodwill was found, and no impairment provision was made. Impact of goodwill impairment test Other information 29. Long-term deferred expenses Unit: RMB Item Opening balance Increase in the period Amortization in the period Other decrease Closing balance Decoration 400,291,298.64 17,011,642.19 25,886,666.44 391,416,274.39 expenditure Marketing fee 4,647,461.46 124,000.00 281,139.54 4,490,321.92 Property and heating 552,757.48 82,887.94 47,434.94 588,210.48 Other 7,017,148.62 624,000.00 994,784.60 6,646,364.02 Total 412,508,666.20 17,842,530.13 27,210,025.52 403,141,170.81 30. Deferred tax assets and deferred tax liabilities (1) Deferred income tax assets without offsetting Unit: RMB Item Closing balance Opening balance 141 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Deductible temporary Deferred income tax Deductible temporary Deferred income tax difference assets difference assets Provision for impairment of 2,917,832.36 647,660.06 1,879,621.51 412,811.14 assets Deductible losses 84,774,502.49 21,193,625.63 84,774,502.49 21,193,625.63 Total 87,692,334.85 21,841,285.69 86,654,124.00 21,606,436.77 (2) Deferred income tax liabilities without offsetting Unit: RMB Closing balance Opening balance Item Taxable temporary Taxable temporary Deferred tax liabilities Deferred tax liabilities difference difference Appraisal and appreciation of consolidated assets of 360,122,696.52 90,030,674.13 365,183,429.96 91,295,857.49 non-identical controlled enterprises Changes in fair value of other equity instrument 40,000,000.00 10,000,000.00 40,000,000.00 10,000,000.00 investments Changes in fair value of transactional financial 31,766,038.41 4,722,014.75 22,697,173.26 3,381,587.10 assets held for trading Total 431,888,734.93 104,752,688.88 427,880,603.22 104,677,444.59 (3) Deferred income tax assets or liabilities presented in net amount after offsetting Unit: RMB Mutual offset amount at Closing balance of Mutual offset amount at Opening balance of Item the end deferred tax assets or the end deferred tax assets or of the reporting period liabilities after offset of the reporting period liabilities after offset (4) Details of unrecognized deferred tax assets Unit: RMB Item Closing balance Opening balance Deductible temporary difference 221,561.67 Deductible losses 153,903,457.17 55,733,407.18 142 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Total 153,903,457.17 55,954,968.85 (5) Deductible losses of unrecognized deferred income tax assets will expire in the following years Unit: RMB Year Closing balance Opening balance Note 2021 10,989,030.45 2022 119,383.82 119,383.82 2023 11,480,964.23 11,480,964.23 2024 9,916,453.43 9,975,369.01 2025 22,613,078.75 23,168,659.67 2026 109,773,576.94 Total 153,903,457.17 55,733,407.18 -- Other information: 31. Other non-current assets Unit: RMB Closing balance Opening balance Item Book Impairment Book Impairment Book value Book value balance provision balance provision 3,099,666,9 3,099,666,9 601,000,00 601,000,00 Prepayment for land 94.36 94.36 0.00 0.00 500,800,00 500,800,00 500,800,00 500,800,00 Investment funds 0.00 0.00 0.00 0.00 152,033,62 152,033,62 35,584,390. 35,584,390. Prepayment for construction 6.50 6.50 50 50 10,816,231. 10,816,231. 13,707,312. 13,707,312. Input tax to be deducted / to be certified 50 50 81 81 3,763,316,8 3,763,316,8 1,151,091,7 1,151,091,7 Total 52.36 52.36 03.31 03.31 32. Short-term borrowings (1) Classification Unit: RMB Item Closing balance Opening balance Pledge borrowings 479,768,050.00 Credit borrowings 3,875,201,272.25 3,496,251,279.22 Total 3,875,201,272.25 3,976,019,329.22 143 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Description of the classification of short-term borrowings: (2) Overdue short-term loans The total amount of overdue short-term loans at the end of the period is RMB 0.00 , among which the important overdue short-term loans are as follows. Borrower Closing balance Borrowing rates Overdue time Overdue interest rates 33. Transactional financial liabilities Unit: RMB Item Closing balance Opening balance Inc: Inc: Other information: None 34. Derivative financial liabilities Unit: RMB Item Closing balance Opening balance Other information: None 35. Notes payable Unit: RMB Category Closing balance Opening balance The amount of unpaid notes payable due by the end of current period is RMB 0.00. 36. Accounts payable (1) List of accounts payable Unit: RMB Item Closing balance Opening balance Fixed assets payment 83,112,000.00 83,112,000.00 Project payments 50,477,611.42 53,138,461.93 Direct cost for class operating 3,876,587.87 47,005,391.45 Marketing fees 163,381.00 12,918,597.97 Decoration costs 12,241,210.93 11,312,336.01 144 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Rent and property fees 4,337,615.50 Total 149,870,791.22 211,824,402.86 (2) Major accounts payable with account age over one year Unit: RMB Item Closing balance Causes for outstanding or carry-over 37. Receipts in advance (1) List of receipts in advance Unit: RMB Item Closing balance Opening balance (2) Major receipts in advance with account age over one year Unit: RMB Item Closing balance Causes for outstanding or carry-over 38. Contract liabilities Unit: RMB Item Closing balance Opening balance Advanced receipts from training 4,228,450,064.98 4,925,351,396.44 Others 54,368.93 76,912.89 Total 4,228,504,433.91 4,925,428,309.33 Amount and reasons for major changes in book value in the period Unit: RMB Item Changes in amount Reasons for changes 39. Employee compensation (1) List of employee compensation Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance I. Short-term compensation 636,827,645.79 3,089,484,708.33 3,363,857,969.86 362,454,384.26 II. Post-employment welfare-defined 620,788.20 190,838,474.97 182,273,212.70 9,186,050.47 contribution plan III. Dismission welfare 356,644.67 356,644.67 Total 637,448,433.99 3,280,679,827.97 3,546,487,827.23 371,640,434.73 145 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (2) List of short-term compensation Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance 1. Wages or salaries, bonuses, allowances 628,829,674.62 2,887,560,462.94 3,160,928,178.48 355,461,959.08 and subsidies 2. Staff welfare 9,591,743.11 9,591,743.11 3. Social security 6,950,840.17 115,339,522.25 115,976,797.12 6,313,565.30 contributions Inc: Medical insurance 6,934,136.71 108,324,277.72 109,161,811.42 6,096,603.01 Employment injury 3,575.24 3,657,756.77 3,446,907.76 214,424.25 insurance Maternity insurance 13,128.22 3,357,487.76 3,368,077.94 2,538.04 4. Housing fund 1,041,581.00 76,918,831.83 77,282,458.19 677,954.64 5. Labor union expenditure and 5,550.00 74,148.20 78,792.96 905.24 employee education expenditure Total 636,827,645.79 3,089,484,708.33 3,363,857,969.86 362,454,384.26 (3) List of post-employment welfare-defined contribution plan Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance 1. Basic endowment 600,449.08 183,704,612.99 175,402,074.97 8,902,987.10 insurance 2. Unemployment 20,339.12 7,133,861.98 6,871,137.73 283,063.37 insurance Total 620,788.20 190,838,474.97 182,273,212.70 9,186,050.47 Other information: None 40. Taxes payable Unit: RMB Item Closing balance Opening balance Value-added tax 35,808,803.54 8,571,895.29 146 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Corporate income tax 182,578.31 119,249,068.60 Individual income tax 278,487.34 160,427.08 City maintenance and construction tax 2,625,577.76 549,182.28 Property tax 1,307,267.91 1,251,091.59 Land use tax 955,384.35 806,176.59 Education surcharge 1,134,086.67 238,219.17 Others 873,430.65 285,710.18 Total 43,165,616.53 131,111,770.78 41. Other payables Unit: RMB Item Closing balance Opening balance Other payables 51,658,574.07 9,479,383.03 Total 51,658,574.07 9,479,383.03 (1) Interest payable Unit: RMB Item Closing balance Opening balance Major overdue interest payable: Unit: RMB Borrower Amount outstanding Reason Other information: None (2) Dividends payable Unit: RMB Item Closing balance Opening balance Other information including reasons for major dividends payable overdue for more than one year: None (3) Other accounts payable 1) List of other payables by nature of payment Unit: RMB Item Closing balance Opening balance Current expense 42,805,952.64 1,597,271.61 147 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Social security and housing fund 1,869,849.65 924,969.11 Reimbursed expenses and others 6,982,771.78 6,957,142.31 Total 51,658,574.07 9,479,383.03 2) Major other payables with account age over one year Unit: RMB Item Closing balance Causes for outstanding or carry-over Other information: None 42. Held-for-sale liabilities Unit: RMB Item Closing balance Opening balance Other information: None 43. Non-current liabilities due within one year Unit: RMB Item Closing balance Opening balance Lease liabilities due within one year 507,142,087.47 699,372,590.26 Total 507,142,087.47 699,372,590.26 44. Other current liabilities Unit: RMB Item Closing balance Opening balance Output tax to be transferred 126,855,133.02 147,765,156.66 Total 126,855,133.02 147,765,156.66 Changes in short-term bonds payable Unit: RMB Premium Amount Issuance Interest and Name of Date of Bond Opening Repay in Closing Par value of in the accrued at discount bond issuance period balance the period balance issuance period par value amortizati on Other information: 148 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report None 45. Long-term borrowings (1) Category of long-term borrowings Unit: RMB Item Closing balance Opening balance 46. Bonds payable (1) Bonds payable Unit: RMB Item Closing balance Opening balance (2) Changes in bonds payable (Excluding other financial instruments such as preferred stocks or perpetual bonds that are classified as financial liabilities) Unit: RMB Amount Issuance Interest Premium and Name of Date of Bond Opening Repay in Closing Par value of in the accrued at discount bond issuance period balance the period balance issuance period par value amortization Total -- -- -- (3) Description of conversion conditions and conversion time of convertible corporate bonds (4) Description of other financial instruments classified as financial liabilities Information of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period Table of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period Unit: RMB Financial Opening Increase in the period Decrease in the period Closing instruments issued Amount Book value Amount Book value Amount Book value Amount Book value Explanation of the basis for classifying other financial instruments as financial liabilities Other information 47. Lease liabilities Unit: RMB Item Closing balance Opening balance Lease of premises and buildings 534,044,069.15 632,866,068.34 149 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Total 534,044,069.15 632,866,068.34 48. Long-term payable Unit: RMB Item Closing balance Opening balance (1) List of long-term payable by nature of payment Unit: RMB Item Closing balance Opening balance (2) Special payable Unit: RMB Decrease in the Item Opening balance Increase in the period Closing balance Reason period Other information: 49. Long-term employee compensation payable (1) Long-term employee compensation payable Unit: RMB Item Closing balance Opening balance (2) Changes in defined benefit plans Present value of defined benefit plan obligations: Unit: RMB Item Amount in the current period Amount in the previous period Plan assets: Unit: RMB Item Amount in the current period Amount in the previous period Net liabilities of defined benefit plan (net assets) Unit: RMB Item Amount in the current period Amount in the previous period Description of the defined benefit plan’s contents, relevant risks and impact on the Company’s cash flow, time and uncertainty: Description of the analysis result of the define benefit plan’s significant actuarial assumptions and sensitivity: 150 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Other information: 50. Estimated liabilities Unit: RMB Item Closing balance Opening balance Reason 51. Deferred income Unit: RMB Decrease in the Item Opening balance Increase in the period Closing balance Reason period Projects involving government subsidies Unit: RMB Amount Amount Related to Opening Increased included in Amount of Other Closing Item included in assets / balance subsidies non-operating cost reduction changes balance other income income income 52. Other non-current liabilities Unit: RMB Item Closing balance Opening balance Other information: 53. Share capital Unit: RMB Changes in the current period (+/-) Shares Opening New shares converted Closing balance balance Bonus shares Others Subtotal issued from capital reserve Total number of 103,807,623.00 103,807,623.00 shares Other information: None 54. Other equity instruments (1) Information of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the 151 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report period None (2) Changes for other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period Unit: RMB Financial Opening Increase in the period Decrease in the period Closing instruments Amount Book value Amount Book value Amount Book value Amount Book value issued Changes of other equity instruments in the current period, explanations of the reasons for the changes, and the basis for related accounting treatments: Other information: None 55. Capital reserve Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance Capital premium (equity premium) 1,225,481,049.50 1,225,481,049.50 Total 1,225,481,049.50 1,225,481,049.50 Other information, including changes in the period and reasons for the changes: None 56. Treasury stock Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance Other information, including changes in the period and reasons for the changes: None 57. Other comprehensive income Unit: RMB Item Opening Amount for the current period Closing 152 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report balance Less: Earned to Less: Earned to balance Attribu Amount other other table Attributa before comprehensive comprehensive Less: to the ble to income income in the income in the incom parent minority tax for previous period previous period e tax compa sharehold the and transferred and transferred to expens ny, ers after current to profit and loss retained earnings es after tax period in the current in the current tax period period 1. Other comprehensive income not 30,000,000.00 30,000,000.00 reclassified into gains or losses Changes in the fair value of 30,000,000.00 30,000,000.00 other equity instrument investments Total other comprehensive 30,000,000.00 30,000,000.00 income Other information: including the adjustment of the effective part of the cash flow hedge gains and losses converted into the initially confirmed amount of the hedged item: None 58. Special reserve Unit: RMB Item Opening balance Increase Decrease Closing balance Other information including changes in the current period and the corresponding reasons: None 59. Surplus reserve Unit: RMB Item Opening balance Increase in the current Decrease in the current Closing balance 153 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report period period Statutory surplus reserve 45,000,000.00 45,000,000.00 Total 45,000,000.00 45,000,000.00 Information for surplus reserve, including the changes and the reasons in the current period: None. 60. Retained earnings Unit: RMB Item Amount for the current period Amount for the previous period Retained earnings at the end of the previous period before 2,870,839,120.70 2,046,657,231.32 adjustment Retained earnings at the beginning of the year after adjustment 2,870,839,120.70 2,046,657,231.32 Add: net profit attributable to owners of the Parent Company -97,162,509.03 2,304,357,742.74 for the current period Dividend payable for ordinary shares 1,480,175,853.36 Retained earnings at the end of the year 2,773,676,611.67 2,870,839,120.70 Details for the adjustment of the retained earnings at the beginning of the period: (1) The retained earnings at the beginning of the period impacted by the retroactive adjustment of the ASBE (Accounting Standards for Business Enterprises) and its new regulations:RMB 0.00 . (2) The retained earnings at the beginning of the period impacted by the changes in accounting policies: RMB0.00 . (3) The retained earnings at the beginning of the period impacted by the major accounting error correction: RMB0.00 . (4) The retained earnings at the beginning of the period impacted by the change of combination scope under common control:RMB0.00 . (5) The retained earnings at the beginning of the period impacted by other adjustments:RMB0.00 . 61. Revenue and operating cost Unit: RMB Amount for the current period Amount for the previous period Item Revenue Operating cost Revenue Operating cost Main business 4,828,531,538.19 2,665,607,334.33 2,788,186,999.66 1,428,476,161.97 Other business 27,466,725.31 19,343,903.91 19,793,480.94 24,135,018.42 Total 4,855,998,263.50 2,684,951,238.24 2,807,980,480.60 1,452,611,180.39 Information about income: 154 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit: RMB Types of Contracts Section 1 Section 2 Total Inc: Inc: Inc: Inc: Inc: Inc: Inc: Information about the fulfillment of obligations: None Information about transaction price amortized in the rest of the obligation to be fulfilled: The income from the unfulfilled or uncompleted obligation with signed contracts at the end of the reporting period: RMB 0.00 . Other information 62. Taxes and surcharges Unit: RMB Item Amount for the current period Amount for the previous period City maintenance and construction tax 5,442,750.87 44,663.79 Education surcharge 3,893,418.07 36,306.17 Property tax 3,139,389.81 3,902,053.06 Land use tax 1,754,176.99 1,693,313.52 Vehicle and vessel use tax 90,412.50 99,003.90 Stamp tax 1,286,352.59 419,401.69 Others 211,050.16 82,890.91 Total 15,817,550.99 6,277,633.04 Other information: None 63. Sales expenses Unit: RMB Item Amount for the current period Amount for the previous period Employee’s benefits 692,182,853.04 514,355,130.96 155 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Marketing fee 96,439,119.67 78,835,398.47 Rent property, depreciation and amortization expenses 107,794,443.67 62,420,815.84 Travel expenses 33,273,322.81 29,851,665.86 Others 46,282,733.64 15,354,442.79 Total 975,972,472.83 700,817,453.92 Other information: None 64. General and administrative expenses Unit: RMB Item Amount for the current period Amount for the previous period Employee’s benefits 408,979,549.36 348,545,272.28 Rent property, depreciation and amortization expenses 63,376,032.40 58,897,950.26 Office expenses 80,586,204.68 46,201,346.59 Share payments 26,900,000.00 Travel expenses 24,934,914.17 19,852,720.39 Welfare fee 7,656,913.34 2,910,382.85 Others 22,361,198.85 15,651,781.77 Total 607,894,812.80 518,959,454.14 Other information: None 65. Research and development expenses Unit: RMB Item Amount for the current period Amount for the previous period Employee’s benefits 506,860,968.14 364,891,204.61 Travel expenses 11,235,148.92 7,810,939.90 Others 24,779,695.37 10,525,386.50 Total 542,875,812.43 383,227,531.01 Other information: None 66. Financial expenses Unit: RMB Item Amount for the current period Amount for the previous period 156 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Interest expenses 126,914,597.79 85,130,012.11 Less: Interest income 24,674,100.13 2,889,907.48 Service Charges 155,563,838.75 100,414,519.03 Total 257,804,336.41 182,654,623.66 67. Other income Unit: RMB Sources of other income Amount for the current period Amount for the previous period Tax reduction and exemption 62,069,714.49 79,195,831.18 Subsidies for job security 998,635.38 4,606,016.51 Subsidies on insurance for the disabled 185,078.59 Rent subsidy 109,500.00 49,680.00 Tax handling fee refund 98,186.92 483,555.74 Government rent subsidy 80,000.00 109,500.00 Small financial support income from the 56,814.73 10,124.01 government Total 63,597,930.11 84,454,707.44 68. Investment income Unit: RMB Item Amount for the current period Amount for the previous period Dividend income from other equity instruments investment during the holding 1,327,872.00 period Interest income obtained from debt investment 31,184,646.29 37,890,649.58 during the holding period Investment income from financial product 28,910,968.77 90,927,476.86 Total 61,423,487.06 128,818,126.44 Other information: None 69. Net exposure hedging income Unit: RMB Item Amount for the current period Amount for the previous period Other information: None 157 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 70. Gains from changes in fair values Unit: RMB Sources of gains from changes in fair Amount for the current period Amount for the previous period values Transactional financial assets 9,068,865.15 Total 9,068,865.15 Other information: None 71. Impairment losses of credit Unit: RMB Item Amount for the current period Amount for the previous period Loss on bad debts of other receivables -355,501.83 Loss on bad debts of receivables -1,093,651.92 -770,761.79 Total -1,449,153.75 -770,761.79 Other information: 72. Impairment losses of assets Unit: RMB Item Amount for the current period Amount for the previous period Other information: None 73. Income from assets disposal Unit: RMB Sources of income from assets disposal Amount for the current period Amount for the previous period Fixed assets 55,159.74 162,043.59 Investment properties -223,987.77 Total -168,828.03 162,043.59 74. Non-operating income Unit: RMB Amount included in current Item Amount for the current period Amount for the previous period non-recurring gains and losses Governmental subsidy 19,800.00 158 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Others 37,698.84 348.00 37,698.84 Total 37,698.84 20,148.00 37,698.84 Government subsidy reckoned into current gains and losses: Unit: RMB Whether it is Amount for Amount for Related to Whether the subsidy impacts Item Entity Purpose Type special the current the previous assets/ the gain/loss of the year subsidy period period income Other information: None 75. Non-operating expenses Unit: RMB Amount for the previous Amount included in the current Item Amount for the current period period non-recurring gains or losses Outward donation 100,001.18 90,002.28 100,001.18 Forfeiture and overdue fine 192,888.57 3,500.00 192,888.57 Loss of non-current assets 5,264.50 5,264.50 disposal Expenses on compensations 50,900.00 50,900.00 Total 349,054.25 93,502.28 349,054.25 Other information: None 76. Income tax expenses (1) Statement of income tax expenses Unit: RMB Item Amount for the current period Amount for the previous period Current income tax expense 167,187.30 4,399.43 Deferred income tax expense -159,604.63 9,051,295.01 Total 7,582.67 9,055,694.44 (2) Adjustment process of accounting profit and income tax expense Unit: RMB Item Amount for the current period Total profit -97,157,015.07 159 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Income tax expenses calculated at statutory/applicable tax rate(s) -14,573,552.26 Impact from different tax rates applicable to subsidiaries -1,758,854.01 Impact from adjustment of previous periods income tax 57,195.60 Impact from non-taxable income -331,968.00 Impact from non-deductible cost, expense and loss 89,605.73 Impact from using deductible losses of previously unrecognized -67,674.20 deferred income tax assets Impact from deductible temporary differences or deductible losses of deferred income tax assets unrecognized in the current 16,592,829.81 period Expense of income tax 7,582.67 Other information: None 77. Other comprehensive income For details, please refer to Note VII(57) “Other comprehensive income” of this report. 78. Cash flow statement items (1) Other cash received related to operating activities Unit: RMB Item Amount for the current period Amount for the previous period Deposits and guarantees 28,930,208.62 5,802,263.50 Government subsidy and other non-operating income 1,528,215.62 5,403,032.41 interest income 24,674,100.13 2,889,907.48 Reserve funds 67,210.12 43,861.00 Reimbursed expenses and others 11,835.47 Total 55,211,569.96 14,139,064.39 Information of cash received from other operating activities: None (2) Other Cash paid related to operating activities Unit: RMB Item Amount for the current period Amount for the previous period Daily expenses 332,369,243.27 468,436,624.08 Service charges 117,563,838.75 77,914,519.03 Deposits and guarantees 107,899,911.95 74,271,198.10 160 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Non-operating expenses 343,789.75 93,502.28 Reserve funds 372,060.12 259,882.23 Total 558,548,843.84 620,975,725.72 Information of cash paid for other operating activities: None (3) Other cash received related to investment activities Unit: RMB Item Amount for the current period Amount for the previous period Information of cash received from other investment activities: None (4) Other cash paid related to investment activities Unit: RMB Item Amount for the current period Amount for the previous period Information of cash paid for other investment activities: None (5) Other cash received related to fundraising activities Unit: RMB Item Amount for the current period Amount for the previous period Information of cash received from other fundraising activities: None (6) Other cash paid related to fundraising activities Unit: RMB Item Amount for the current period Amount for the previous period Service charges 333,478.85 Rental payment 392,129,451.92 Total 392,129,451.92 333,478.85 Information of cash paid for other fundraising activities: None 79. Supplementary information on cash flow statement (1) Supplementary information on cash flow statement 161 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit: RMB Supplementary information Amount for the current period Amount for the previous period 1. Net profit adjusted to cash flow of operating activities: -- -- Net profit -97,164,597.74 -233,032,328.60 Add: Provision for impairment of assets 1,449,153.75 770,761.79 Depreciation of fixed assets and productive 53,128,042.71 40,449,626.79 biological assets, and depletion of oil and gas assets Depreciation of right-of-use assets 223,626,364.59 Amortization of intangible assets 7,707,983.66 3,377,910.95 Amortization of long-term deferred expense 25,886,666.44 31,958,369.36 Losses on disposal of fixed assets, intangible assets 168,828.03 -162,043.59 and other long-term assets (gains are indicated by “-”) Losses on write-off of fixed assets (gains are indicated by “-”) Losses on changes in fair values (gains are indicated -9,068,865.15 by “-”) Financial expenses (income is indicated by “-”) 126,914,597.79 85,130,012.11 Losses from investments (gains are indicated by “-”) -61,423,487.06 -128,818,126.44 Decrease in deferred income tax assets (increase is -234,848.92 10,319,742.19 indicated by “-”) Increase in deferred income tax liabilities (decrease is 75,244.29 -1,268,447.18 indicated by “-”) Decrease in inventories (increase is indicated by “-”) Decrease in operating receivables (increase is -142,759,060.10 -198,166,879.62 indicated by “-”) Increase in operating payables (decrease is indicated -1,067,397,480.24 4,426,216,906.43 by “-”) Others 26,900,000.00 Net cash flow from operating activities -939,091,457.95 4,063,675,504.19 2. Significant investment and financing activities involving -- -- cash flow: Conversion of debt into capital Convertible bonds due within 1 year Fixed assets acquired under financing lease 162 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 3. Net changes in cash and cash equivalents: -- -- Closing balance of cash 3,560,210,085.18 4,665,798,912.43 Less: Opening balance of cash 5,950,036,489.12 2,724,335,001.58 Add: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase of cash and cash equivalents -2,389,826,403.94 1,941,463,910.85 (2) Net cash paid for acquiring subsidiaries for the current period Unit: RMB Amount Inc: -- Inc: -- Inc: -- Other information: None (3) Net cash acquired from disposal of subsidiaries in the current period Unit: RMB Amount Inc: -- Inc: -- Inc: -- (4) Composition of cash and cash equivalents Unit: RMB Item Closing balance Opening balance I. Cash 3,560,210,085.18 5,950,036,489.12 Including: Cash on hand 90,792.90 67,906.76 Cash on bank available for payment at any time 3,366,159,584.89 5,881,843,030.73 Other monetary funds available for payment at any time 193,959,707.39 68,125,551.63 III. Closing balance of cash and cash equivalent 3,560,210,085.18 5,950,036,489.12 80. Notes on statement of changes in owners' equity Explanation of the adjustment of name of “other items” and the amount to the closing balance at the end of the previous year: Not applicable 163 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 81. Assets with restricted ownership or rights of use Unit: RMB Item Closing book value Reason for restriction Monetary funds 358,600.00 guarantees Total 358,600.00 — 82. Monetary items denominated in foreign currency (1) Monetary items denominated in foreign currency Unit: RMB Closing balance of foreign Closing balance of RMB Item Exchange rate currency converted Monetary funds — — Inc: USD EURO HKD Accounts receivable — — Inc: USD EURO HKD Long-term borrowings — — Inc: USD EURO HKD (2) Descriptions for out-bound operational entity, including the disclosure of important out-bound entity’s principal place of business, recording currency and the basis of selection. Reasons should be revealed if the recording currency changes. □ Applicable √ Not applicable 83. Hedging Disclosure of hedging items, related hedging tools and the qualitative and quantitative information on hedged risks according to hedge categories: Not applicable 164 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 84. Government subsidies (1) General information of Government subsidies Unit: RMB Types Amount Listed items Amount included in current gains and losses Subsidy for job security 998,635.38 Other income 998,635.38 Rent subsidy 109,500.00 Other income 109,500.00 Government rent subsidy 80,000.00 Other income 80,000.00 Small financial support income from the government 56,814.73 Other income 56,814.73 Subsidies on insurance for the disabled 185,078.59 Other income 185,078.59 Total 1,430,028.70 1,430,028.70 (2) Refund of government subsidies □ Applicable √ Not applicable Other information: None 85. Others None Section VIII. Changes in the Consolidation Scope 1. Consolidation of non-identical controlled enterprises (1) Consolidation of non-identical controlled enterprises for the current period Unit: RMB Income of the Net profit of Basis of acquiree from the acquiree Time of Cost of Proportion of Ways of Name of the Date of determining the purchase from the acquiring acquiring equity acquiring acquiree acquisition the date of date to the purchase date equity equity acquisition equity acquisition end of the to the end of period the period Other information: None (2) Merger costs and goodwill Unit: RMB Merger costs 165 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Explanation of the method of determining the fair value of the merger costs, and contingent consideration and its changes: The main reasons for the formation of large amount of goodwill: (3) The identifiable assets and liabilities of the acquiree at the date of acquisition Unit: RMB Fair value at the date of acquisition Book value of the date of acquisition The method of determining the fair value of identifiable assets and liabilities: The contingent liabilities of the acquiree assumed in the business combination: Other information: (4) Gains or losses arising from re-measurement of equity held before the purchase date at fair value Whether there is a transaction that realizes business combination step by step through multiple transactions and obtains control during the reporting period □ Yes √ No (5) Relevant descriptions about the failure of determining the merger consideration or the fair value of the identifiable assets and liabilities of the acquiree on the date of acquisition or at the end of the merger period (6) Other information 2. Consolidation of identical controlled enterprises (1) Consolidation of identical controlled enterprises for the current period Unit: RMB Net profit of Income of the the merged Basis for merged party Net profit of Basis of party from the Income of the Equity ratio business from the the merged Date of determining beginning of merged party Name of the obtained in combination beginning of party during business the the during the merged party the business under combination the combination combination combination comparison combination common period to the comparison date period to the period control combination period combination date date Other information: (2) Merger costs 166 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit: RMB Merger costs Descriptions for the contingent consideration and its changes: None (3) Book value of assets and liabilities of the merged party on the combination date Unit: RMB Combination date End of the previous period Contingent liabilities of the merged party assumed in the business combination: None 3. Reverse purchase Basic information of the transaction, the basis for recognizing the transaction as reverse purchase, whether the assets and liabilities retained by the listed company constitute a business and its basis, the determination of the merger cost, the adjustment amount of equity and its calculation method when treated as equity transactions: None 4. Disposal of subsidiaries Whether there is a situation where a single disposal of the investment in the subsidiary results in the loss of control □ Yes √ No Whether there is a situation where the investment in the subsidiary disposed step by step through multiple transactions results in the loss of control in the current period □ Yes √ No 5. Changes in the scope of consolidation due to other reasons Explanation of the changes in the scope of consolidation caused by other reasons (such as newly established subsidiaries, liquidation subsidiaries, etc.) and the relevant circumstances: Company Shareholding ratio(%) Reasons of changes Anshan Tiedong Offcn Education Training School Co.,Ltd. 100.00 New establishment Diqing Offcn Training School Co. Ltd 100.00 New establishment Wenling Offcn Information Consultancy Co. Ltd. 100.00 New establishment 6. Others Section IX. Interest In Other Entities 1. Interest in subsidiaries 167 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (1) Composition of the Company Shareholding ratio Acquisiti Principal place Place of Nature of Name of subsidiaries on of business registration business Direct Indirect method Service Reverse 1. Offcn Ltd. Beijing Beijing 100.00% industry purchase Merchan New 2. Wuhu Yawei Automobile Sales Service Co., Ltd Wuhu Wuhu dise 100.00% establish sales, etc. ment New 3. Ningguo Yaxia Automobile Driver Training Service Ningguo Ningguo 100.00% establish School (Co., Ltd.) industry ment Merchan New 4. Huangshan Yaxia Fudi Automobile Sales Huangshan Huangshan dise 100.00% establish Services Co., Ltd. sales, etc. ment Merchan New 5. Chaohu Yaxia Kaixuan Automobile Sales Hefei Hefei dise 100.00% establish Services Co., Ltd. sales, etc. ment New 6. Bozhou Yaxia Automobile Driver Training Service Bozhou Bozhou 100.00% establish School Co., Ltd. industry ment Merchan 7. Suzhou Bokai Automobile Sales Services Co., Acquisiti Suzhou Suzhou dise 100.00% Ltd. on sales, etc. New 8. Beijing Offcn Future Education Technology Co. Service Beijing Beijing 100.00% establish Ltd. industry ment New 9. Beijing Offcn Future Research Education Service Beijing Beijing 100.00% establish Technology Co., Ltd. industry ment New Service 10. Shaanxi Offcn Education Technology Co. Ltd. Xi’an Xi’an 100.00% establish industry ment New 11. Chengdu Offcn Future Education Training Service Chengdu Chengdu 100.00% establish School Co. Ltd. industry ment New Service 12. Zhejiang Offcn Education Technology Co. Ltd. Hangzhou Hangzhou 100.00% establish industry ment 13. Taizhou Offcn Future Enterprise Management Taizhou Taizhou Service 100.00% New 168 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Consulting Co., Ltd. industry establish ment New 14. Beijing Offcn Xinzhiyu Online Technology Service Beijing Beijing 100.00% establish Co., Ltd. industry ment New 15. Hulunbuir Hailar Offcn Education Information Service Hulunbuir Hulunbuir 100.00% establish Consulting Co., Ltd. industry ment New 16. Xilinhot Offcn Future Education Consulting Service Xilinhot Xilinhot 100.00% establish Co., Ltd. industry ment New 17. Yueqing Lecheng Offcn Training Center Co., Service Yueqing Yueqing 100.00% establish Ltd. industry ment New 18. Jiaozuo Offcn Future Education Service Co., Service Jiaozuo Jiaozuo 100.00% establish Ltd. industry ment New 19. Xinzheng Offcn Cultural Communication Co., Service Zhengzhou Zhengzhou 100.00% establish Ltd. industry ment New 20. Chongqing Jiangbei Offcn Vocational Service Chongqing Chongqing 100.00% establish Examination Training Co., Ltd. industry ment New 21. Nanning Offcn Future Education Consulting Service Nanning Nanning 100.00% establish Co., Ltd. industry ment New 22. Baiyin Offcn Future Education Consulting Co., Service Baiyin Baiyin 100.00% establish Ltd. industry ment New 23. Beijing Xindezhiyuan Enterprise Management Service Beijing Beijing 100.00% establish Consulting Co., Ltd. industry ment Service Acquisiti 24. Nanjing Huiyue Hotel Management Co., Ltd. Nanjing Nanjing 100.00% industry on Service Acquisiti 25. Shandong Kunzhong Real Estate Co., Ltd. Jinan Jinan 100.00% industry on New 26. Sanmenxia Offcn Cultural Communication Co., Service Sanmenxia Sanmenxia 100.00% establish Ltd. industry ment 27. Liaoning Offcn Academic & Cultural Shenyang Shenyang Service 100.00% New 169 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Exchange Co., Ltd. industry establish ment New 28. Liaoning Offcn Education Technology Co., Shenfuxinq Service Shenfuxinqu 100.00% establish Ltd. u industry ment New 29. Shandong Offcn Education Technology Co., Service Qingdao Qingdao 100.00% establish Ltd. industry ment New 30. Jilin Changyi Offcn Education Training School Service Jilin Jilin 100.00% establish Co., Ltd. industry ment New Service 31. Yuxi Offcn Training School Co., Ltd. Yuxi Yuxi 100.00% establish industry ment New Service 32. Tonghua Offcn Training School Co., Ltd. Tonghua Tonghua 100.00% establish industry ment New 33. Hunan Lighsalt Offcn Education Technology Service Changsha Changsha 90.00% establish Co., Ltd. industry ment New Service 34. Tianjin Hexi Offcn Training School Co., Ltd. Tianjin Tianjin 100.00% establish industry ment New 35 Chengdu Offcn Education Training School Co., Service Chengdu Chengdu 100.00% establish Ltd. industry ment New 36. Shandong Zhuoda Business Management Co., Service Rizhao Rizhao 100.00% establish Ltd. industry ment 37. Liaoning Zhongcheng Real Estate Shenfuxinq Real Acquisiti Shenfuxinqu 100.00% Development Co., Ltd. u estate on New Service 38. Wuhu Offcn Training School Co. Ltd. Wuhu Wuhu 100.00% establish industry ment New 39. Wuhan Guoshang Human Resource Service Service Wuhan Wuhan 100.00% establish Co., Ltd. industry ment New Service 40. Jinan Zhangqiu Offcn Training School Co. Ltd. Jinan Jinan 100.00% establish industry ment 170 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report New Service 41. Mengzi Offcn Education Training Co. Ltd. Mengzi Mengzi 100.00% establish industry ment New 42. Beijing Offcn Technology Development Co. Service Beijing Beijing 100.00% establish Ltd industry ment New Service 43.Shanghai Offcn Education Technology Co. Ltd. Shanghai Shanghai 100.00% establish industry ment New 44. Guangzhou Offcn Smart Education Technology Service Guangzhou Guangzhou 100.00% establish Co. Ltd. industry ment New Shijiazhuan Service 45.Pingshan Offcn Education Technology Co. Ltd. Shijiazhuang 100.00% establish g industry ment New 46. Shandong Offcn Education Training School Co. Service Jinan Jinan 100.00% establish Ltd. industry ment New 47. Lanzhou Offcn Education Training School Co. Service Lanzhou Lanzhou 100.00% establish Ltd. industry ment New Service 48. Diqing Offcn Training School Co., Ltd. Diqing Diqing 100.00% establish industry ment New 49. Anshan Tiedong Offcn Education Training Service Anshan Anshan 100.00% establish School Co.,Ltd. industry ment New 50.Wenling Offcn Information Consultancy Co. Service Wenling Wenling 100.00% establish Ltd. industry ment Explanation of the differences between the percentage of shares held in the subsidiary and the voting rights ratio: None Basis for the case of holding half or less of the voting rights but still controlling the investee, or holding more than half of the voting rights but not controlling the investee: None Basis for the important structured entities included in the scope of consolidation: None Basis for determining whether the Company is an agent or a principal: 171 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report None Other information: None (2) Major non-wholly owned subsidiary Unit: RMB Profit and loss Dividends declared to The balance of minority Minority Shareholding attributable to minority Name of the subsidiary minority shareholders in shareholders’ equity at the Ratio shareholders in the the current period end of the period current period Explanation for the differences between the ratio of the minority shareholders’ shareholding and the voting rights ratio: None (3) Major financial information of important non-wholly owned subsidiaries Unit: RMB Name of Closing balance Opening Balance the Non-curr Total Non-curr Total Current Non-curr Total Current Current Non-curr Total Current subsidiar ent Liabilitie ent Liabilitie assets ent assets assets liabilities assets ent assets assets liabilities y liabilities s liabilities s Unit: RMB Amount for the current period Amount for the previous period Cash flow Cash flow Name of the Total Total Operating from Operating from subsidiary Net profit comprehensiv Net profit comprehensiv income operating income operating e income e income activities activities (4) Significant restrictions on the use of corporate group assets and the settlement of corporate group debts None (5) Financial support or other support provided to structured entities included in the scope of consolidated financial statements None 2. Changes in the ownership share of the subsidiary and still controlling the subsidiary’s transactions (1) Explanation of changes in the ownership share of subsidiaries None 172 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (2) Impact of the transaction on the equity of minority shareholders and the equity attributable to the parent company Unit: RMB 3. Interests in joint arrangements or joint ventures (1) Significant joint ventures and associates Shareholding ratio Accounting Name of joint treatment of The principal The place of ventures and Business nature investment in place of business registration Direct Indirect associates joint ventures or associates Explanation of the differences between the shareholding ratio in a joint venture or an associate and that of the voting rights ratio: Basis for the case of holding less than 20% of the voting rights but having significant influence, or holding 20% or more of the voting rights but not having significant influence: (2) Main financial information of important joint ventures Unit: RMB Closing balance / Amount for the current Opening Balance/ Amount for the previous period period (3) Main financial information of important associates Unit: RMB Closing balance / Amount for the current Opening Balance/ Amount for the previous period period (4) Summary financial information of unimportant joint ventures and associates Unit: RMB Closing balance / Amount for the current Opening Balance/ Amount for the previous period period Joint ventures: -- -- Total of the following items calculated by -- -- shareholding ratio Associates: -- -- Total of the following items calculated by -- -- 173 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report shareholding ratio Other information: (5) Explanation of significant restrictions on the ability of joint ventures or associates to transfer funds to the Company (6) Excess losses incurred by joint ventures or associates Unit: RMB Unrecognized loss in the current Name of joint ventures or Unrecognized loss accumulated Accumulated unrecognized loss period (or net profit shared in the associates in the previous period at the end of the period current period) Other information: (7) Unconfirmed commitments related to joint venture investment (8) Contingent liabilities related to investment in joint ventures or associates 4. Important joint business Name of joint The principal place The place of Shareholding ratio/shares Business nature business of business registration Direct Indirect Explanation of the differences of the shareholding ratio or the shares enjoyed in the joint operation from that of the voting rights: Basis for classification as a joint operation if the joint operation is a separate entity: Other information: 5. Equity in structured entities not included in the scope of consolidated financial statements Explanation of structured entities not included in the scope of consolidated financial statements: 6. Others Section X. Risks Associated with Financial Instruments 1. Classification of financial instruments The Company’s main financial instruments include monetary funds, transactional financial assets, accounts receivable, other receivables, debt investments, other equity investment, and other non-current financial assets, etc. The risks associated with these financial instruments and the risk management policies adopted by the Company to reduce these risks are described below. The Company’s management manages and monitors these risk exposures to ensure that the risks are confined to a defined range. Risk management objectives and policies: The Company’s risk management is to strike an appropriate balance between risks and benefits, minimize the negative impact of risks on the Company’s business performance and maximize the interests of shareholders and other equity investors. Based on this risk management objective, the basic strategy of the Company’s risk management is to determine and analyze various risks faced by the Company, 174 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report establish an appropriate bottom line for risk tolerance, make risk management and timely and reliably supervise and confine various risks to a defined range. The main risks caused by the Company’s financial instruments are credit risk, liquidity risk and market risk.. 1.1 Book value of various financial assets on the balance sheet date (1) June 30, 2021 Unit: RMB Financial assets Financial assets measured at fair value measured at fair value Financial assets measured Item and with variation and with variation Total at amortized cost reckoned into current reckoned into other gains/losses comprehensive income Monetary funds 3,560,568,685.18 3,560,568,685.18 Transactional financial assets 178,565,832.93 178,565,832.93 Accounts receivable 32,423,539.80 32,423,539.80 Other receivables 382,044,846.69 382,044,846.69 Non-current assets due within 20,027,866.69 20,027,866.69 one year Other current assets 912,743,507.12 912,743,507.12 Investment in other equity 152,800,000.00 152,800,000.00 instruments Other non-current financial 210,299,205.48 210,299,205.48 assets (2) January 1,2021 Unit: RMB Financial assets Financial assets measured at fair value measured at fair value Financial assets measured at Item and with variation and with variation Total amortized cost reckoned into current reckoned into other gains/losses comprehensive income Monetary funds 5,950,395,089.12 5,950,395,089.12 Transactional financial assets 983,205,858.25 983,205,858.25 Accounts receivable 21,493,637.66 21,493,637.66 175 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Other receivables 304,318,966.20 304,318,966.20 Non-current assets due within 1,985,873,462.75 1,985,873,462.75 one year Other current assets 41,832,345.30 41,832,345.30 Investment in other equity 152,800,000.00 152,800,000.00 instruments Other non-current financial 208,450,315.01 208,450,315.01 assets 1.2 Book value of various financial assets on the balance sheet date (1) June 30, 2021 Unit: RMB Financial liabilities measured at fair value and Item with variation reckoned into current Other financial liabilities Total gains/losses Short-term borrowings 3,875,201,272.25 3,875,201,272.25 Accounts payable 149,870,791.22 149,870,791.22 Other payables 51,658,574.07 51,658,574.07 (2) January 1,2021 Unit: RMB Financial liabilities measured at fair value and Item with variation reckoned into current Other financial liabilities Total gains/losses Short-term borrowings 3,976,019,329.22 3,976,019,329.22 Accounts payable 211,824,402.86 211,824,402.86 Other payables 9,479,383.03 9,479,383.03 2. Credit risk The financial assets of the Company include monetary funds, transactional financial assets, accounts receivable, other receivables, etc. The credit risk of these financial assets is caused by the default of the counterparty. The maximum risk exposure is equal to the book amount of these instruments, including: The Company’s working capital is deposited in banks with high credit rating, so the credit risk of working capital is low. The biggest credit risk to the Company is the book value of accounts receivable and other receivables in the 176 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report consolidated balance sheet. The Company continuously monitors the balance of accounts receivable and other receivables to ensure that the overall credit risk of the company is under control. The quantitative data of the Company’s credit risk exposure arising from accounts receivable and other receivables can be found in Note VII (5) “Accounts receivable “ and Note VII (8) “Other receivables”. 3. Liquidity risk The Company adopts the revolving liquidity plan tool to manage the risk of capital shortage. The facility considers both the maturity date of its financial instruments and the expected cash flow generated by the company’s operations. The goal of the Company is to maintain the balance between the sustainability and flexibility of financing through a variety of financing instruments, including bank loans and other interest-bearing loans. When managing liquidity risks, the Company shall maintain sufficient cash and cash equivalents as deemed by the management and monitor them to meet the Company’s operational needs and reduce the impact of cash flow fluctuations. The managements monitor the use of bank loans and ensure compliance with loan agreements. Maturity analysis of financial liabilities based on undiscounted contract cash flow: Unit: RMB Item June 30, 2021 Within 1 year 1-5 years Over 5 years Total Short-term borrowings 3,875,201,272.25 3,875,201,272.25 Accounts payable 149,870,791.22 149,870,791.22 Other payables 51,658,574.07 51,658,574.07 Continued table: Unit: RMB Item January 1,2021 Within 1 year 1-5 years Over 5 years Total Short-term borrowings 3,976,019,329.22 3,976,019,329.22 Accounts payable 211,824,402.86 211,824,402.86 Other payables 9,479,383.03 9,479,383.03 4. Market risk Market risk refers to the risk that the fair value of financial instruments or future cash flow fluctuates due to changes in market prices, including interest rate risk and foreign currency risk. 4.1. Interest rate risk None 177 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report 4.2. Exchange rate risk None Section XI. Fair Value Disclosure 1. The financial assets and financial liabilities measured at fair value at the end of the reporting period Unit: RMB Closing fair value Item Level 1 Level 2 Level 3 Total I. Continuous fair value -- -- -- -- measurement 1. Transactional financial asset 350,815,038.41 38,050,000.00 388,865,038.41 (1) Financial asset at fair value 350,815,038.41 38,050,000.00 388,865,038.41 through profit or loss ① Debt instruments 350,815,038.41 38,050,000.00 388,865,038.41 3. Other equity instruments 152,800,000.00 152,800,000.00 Total assets measured continuously 350,815,038.41 190,850,000.00 541,665,038.41 at fair value II. Non-continuous fair value -- -- -- -- measurement 2. The basis for determining the market price of sustainable and non-sustainable fair value measurement items at the first level None. 3. Information on the valuation technique and qualitative and quantitative for important parameters adopted as for sustainable and non-sustainable second-level fair value measurement items The Company’s sustainable second-level fair value measurement items are mainly financial products. The fair value is determined by the discounted cash flow method and the expected rate of return. 4. Information on the valuation technique and qualitative and quantitative for important parameters adopted as for sustainable and non-sustainable third-level fair value measurement items The Company’s sustainable third-level fair value measurement items are mainly non-tradable equity instruments investment and debt instruments investment. The fair value is determined by market method and liquidity discount. 5. Adjustment information between opening and closing book value and sensitivity analysis of unobservable parameters as for third-level fair value measurement items None. 6. Reasons for the conversion between different levels during the current period and the policy to determine 178 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report the conversion point as for continuous fair value measurement items None. 7. Valuation technical changes occurred during the period and the reasons for the changes None. 8. The fair value of financial assets and financial liabilities not measured at fair value None. 9. Others None. Section XII. Related Party and Related Transactions 1. Parent company of the Company The parent Proportion of Name of the Parent Place of company’s voting rights of the Nature of business Registered capital Company registration shareholding ratio parent company to in the Company the Company The Company is ultimately controlled by Li Yongxin and Lu Zhongfang. Other explanation: The Company is ultimately controlled by Li Yongxin and Lu Zhongfang. As of June 30, 2021, the combined shareholding of Li Yongxin and Lu Zhongfang accounted for 61.01% of the Company’s share capital. 2. Subsidiaries of the Company For details of the subsidiaries of the Company, see Note IX (1) “Interest in subsidiaries”. 3. Joint ventures and associates of the Company The important joint ventures or associates of the company are detailed in the notes. The information of other joint ventures or associates that have related party transactions with the Company in the current period or that have related party transactions with the Company in the previous period to form a balance is as follows: Name of joint ventures or associates Relationship with the Company Other information: 4. Other related parties of the Company Name of other related parties Relationship between other related parties and the Company Li Yongxin Actual controller 179 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Beijing Qianqiu Intelligence Book & Media Co., Ltd. Same ultimate controller Beijing Haidian Offcn Training School Same ultimate controller Jinan Offcn Training School Same ultimate controller Kunming Wuhua Offcn Training School Same ultimate controller Baoding Lianchi Offcn Training School Same ultimate controller Beijing Haidian Baoquan Financial Training Centre Same ultimate controller Cangzhou Yunhe Offcn Training School Same ultimate controller Chengdu Wuhou Offcn Training School Same ultimate controller Cifeng Hongshan Offcn Training Centre Same ultimate controller Dezhou Offcn Training School Same ultimate controller Haikou Meilan Offcn Training School Same ultimate controller Handan Congtai Offcn Training School Same ultimate controller Hegang Offcn Training School Same ultimate controller Heihe Aihui Offcn Training School Same ultimate controller Kiamusze Offcn Training School Same ultimate controller Leshan Shizhong Offcn Training School Same ultimate controller Mudanjiang Offcn Training School Same ultimate controller Qiqihar Tiefeng Offcn Training School Same ultimate controller Shaoyang Shuangqing Offcn Training School Same ultimate controller Tangshan Lunan Offcn Training School Same ultimate controller Weifang Offcn Traiing School Same ultimate controller Urumqi Shayibake Offcn Training School Same ultimate controller Yiyang Heshan Offcn Training School Same ultimate controller Shenyang Lijing Pearl Hotel Management Co., Ltd. A company controlled by our executives and core employees Beijing Taifu Hotel Management Co., Ltd. A company controlled by our executives and core employees A company controlled by Xu Hua, spouse of Li Yongxin, the controlling Beijing Xingshou Fuyuan Plantation shareholder and actual controller of the Company The Company’s director/ senior manager/ shareholder who directly hold Wang Zhendong more than 5% (including 5%) of the Company’s shares Shi Lei Director of the Company Yi Ziting Director of the Company Wang Qiang Independent director of the Company Tong Yan Independent director of the Company Zhang Xuanming Independent director of the Company 180 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Yu Hongwei Supervisor of the Company Li Wen Supervisor of the Company He Di Supervisor of the Company Wang Xuejun Senior management of the Company He Youli Senior management of the Company Gui Hongzhi Senior management of the Company Luo Xue Senior management of the Company Li Lin Core technique staff of the Company Liu Yan Core technique staff of the Company Zhang Hongjun Core technique staff of the Company Other information: 5. Related-party transactions (1) Related transactions in the purchase and sale of goods, provision and receipt of labor services Table of the procurement of goods/ acceptance of labor services Unit: RMB Amount for Transaction Whether it exceeds Amount for Content of related Related parties the current amount the transaction the previous party transaction period granted limit (Y/N) period Accommodation Beijing Taifu Hotel Management Co., 40,000,000.0 and catering 11,802,340.00 N 8,245,500.00 Ltd. 0 services Joint school Baoding Lianchi Offcn Training School 50,000.00 N 30,000.00 running Cangzhou Yunhe Offcn Training Joint school 50,000.00 N 30,000.00 School running Joint school Chengdu Wuhou Offcn Training School 50,000.00 N 40,000.00 running Joint school Handan Congtai Offcn Training School 50,000.00 N 30,000.00 running Joint school Heihe Aihui Offcn Training Center 31,500.00 N 36,998.00 running Joint school Kiamusze Offcn Training School 30,000.00 N 24,000.00 running Leshan Shizhong Offcn Training Joint school 40,000.00 N 35,000.00 School running Mudanjiang Offcn Training School Joint school 27,500.00 N 22,800.00 181 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report running Joint school Qiqihar Tiefeng Offcn Training School 0.00 N 47,800.00 running Joint school Tangshan Lunan Offcn Training School 50,000.00 N 30,000.00 running Joint school Weifang Offcn Training School 0.00 N 71,100.00 running Joint school Yiyang Heshan Offcn Training School 0.00 N 50,000.00 running Joint school Haikou Meilan Offcn Training School 0.00 N 20,000.00 running Zhanjiang Xiashan Offcn Training Joint school 140,000.00 N 0.00 Center running Shaoyang Shuangqing Offcn Training Joint school 60,000.00 N 0.00 School running Urumqi Shayibake Offcn Training Joint school 143,500.00 N 0.00 Center running Sales of goods/ Table of provision of services Unit: RMB Content of related party Amount for the Amount for the previous Related parties transaction current period period Beijing Qianqiu Intelligence Book & Media Co., Ltd. Exhibition services 1,435,849.06 1,179,245.28 Explanations for the procurement and sales of goods and rendering and receiving service: None (2) Related fiduciary management / contracting and entrusted management / outsourcing The table of the Company’s fiduciary management / contracting: Unit: RMB The pricing Recognized Name of basis of custody custody income Name of trustee Termination entruster Type Start date income / / contracting / contractor Date /outsourcer contracting income for the income current period All reasonable 33 private October 19, Li Yongxin Offcn Ltd. returns on the schools 2018 entrusted assets 182 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Explanations for related entrustment and contracting: None The table of the Company’s entrusted management and outsourcing Unit: RMB Pricing basis for Custody/outsourci Name of entruster Name of trustee / Type Start date Termination Date custody/outsourci ng fee confirmed /outsourcer contractor ng fee in this period Explanations for related management and outsourcing None. (3) Related lease The Company as the lessor: Unit: RMB Rental income recognized for Rental income recognized for Name of lessee Category the current period the previous period The Company as the lessee: Unit: RMB Rental fee recognized for the Rental fee recognized for the Name of lessor Category current period previous period Shenyang Lijing Pearl Hotel Operating lease 25,030,700.00 25,030,700.00 Management Co., Ltd. Explanations of related lease None (4) Related guarantees The Company as the guarantor Unit: RMB Whether the guarantee Guaranteed party Guarantee amount Guarantee start date Guarantee expiration date has been fulfilled The Company as the guaranteed party Unit: RMB Guarantor Guarantee amount Guarantee start date Guarantee expiration Whether the guarantee 183 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report date has been fulfilled Explanations of related guarantees (5) Borrowing from related parties Unit: RMB Related party Amount Start date Expiration date Description Borrowed: Lent: (6) Related parties of assets transfer and debt restructuring Unit: RMB Related party related-party transactioncontent Amount for the current period Amount for the previous period (7) Remuneration for key management personnel Unit: RMB Item Amount for the current period Amount for the previous period Remuneration for key management 3,190,424.12 3,189,135.48 personnel (8) Other related transactions None 6. Receivables and payables of related parties (1) Receivables Unit: RMB Closing balance Opening balance Item Related party Bad debt Bad debt Book balance Book balance provision provision Beijing Qianqiu Accounts Intelligence Book 1,522,000.00 76,100.00 receivables & Media Co., Ltd. Shenyang Lijing Mingzhu Hotel Other receivables 5,675,200.00 5,675,200.00 Management Co., Ltd. Total 7,197,200.00 76,100.00 5,675,200.00 184 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report (2) Payables Unit: RMB Item Related party Closing book balance Opening book balance 7. Commitments of related parties For details of the commitments of related parties, please refer to Note XIV (1) “Important commitments”. 8. Others None Section XIII. Share-based payment 1. Overview of share-based payment □ Applicable √ Not applicable 2. Equity-settled share payments □ Applicable √ Not applicable 3. Share-based payment through cash settlements □ Applicable √ Not applicable 4. Modification and termination of share-based payment None 5. Others None Section XIV. Commitments and contingencies 1. Important commitments Important commitments on balance sheet date 2. Contingencies (1) Important contingencies on balance sheet date (2) Whether the Company has important contingencies that need to be disclosed and the explanations: The Company has no important contingencies that need to be disclosed. 3. Others None. Section XV. Matters subsequent to the balance sheet date 1.Significant unadjusted matters Unit: RMB Cumulative impacts Cause of failure in measuring Item Content on the financial cumulative impacts status and operating results 2.Profit distribution 185 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit: RMB Profits or dividends to be distributed Profits or dividends distributed after approval 3.Sales return 4.Other matters subsequent to the balance sheet date Section XVI. Other important matters 1. Corrections of accounting errors of previous period (1) Retrospective restatement Unit: RMB statements item of the affected Corrections of accounting errors Processing procedures Cumulative impact comparison period (2) Prospective application Corrections of accounting errors Approval procedure Reasons for adopting prospective application 2. Debt restructuring 3. Assets exchange (1) Non-monetary asset exchange (2) Other assets exchange 4. Pension plan 5. Discontinued operations Unit: RMB Profit of discontinued Item Revenue Expense Total profit Income tax expenses Net profit operations attributable to the owner of the parent company Other information: 6. Information of segments (1) Basis for determination of report segment and accounting policy The Company’s main production and operation activities are decided by the Company, which is mainly engaged in education and training business. Therefore, the Company is managed as an operating segment. For accounting policies, please refer to Note V of this report — The Company’s Significant Accounting Policies and Accounting Estimates. (2) Financial information of the reporting segment 186 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit: RMB Item Inter-segment offset Total (3) If the Company has no reporting segment, or cannot disclose the total assets and liabilities of each segment, the reasons shall be clarified. (4) Other statements ① Revenue from external transactions for each product and service or each similar product and service. Unit: RMB Item Amount for the current period Amount for the previous period Main business 4,828,531,538.19 2,788,186,999.66 Including: Education and training 4,828,531,538.19 2,788,186,999.66 Other businesses 27,466,725.31 19,793,480.94 Total 4,855,998,263.50 2,807,980,480.60 ② Total foreign transaction income obtained by the Company from its own country and from other countries or regions. Unit: RMB Area Amount for the current period Amount for the previous period Domestic area 4,855,998,263.50 2,807,980,480.60 Total 4,855,998,263.50 2,807,980,480.60 7. Other important transactions and events having impacts on decisions of investors 8. Others None Section XVII. Notes to the parent company’s financial statements 1. Receivables 1.1 Classified disclosure of receivables Unit: RMB Closing balance Opening balance Bad debt Book balance Book balance Bad debt provision provision Item Book Book Amou value Proporti Propor Proporti Proport value Amount nt Amount Amount on tion on ion Including: Accounts receivable 23,211,26 100.00 1,542, 5.00% 21,668, 15,570, 100.00 778,543 5.00% 14,792,32 187 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report for which bad 3.03 % 583.1 679.91 863.56 % .18 0.38 debt provision has 2 been assessed by credit risk portfolios Including: 1,542, 23,211,26 100.00 21,668, 15,570, 100.00 778,543 14,792,32 Combination 3 583.1 5.00% 5.00% 3.03 % 679.91 863.56 % .18 0.38 2 1,542, 23,211,26 100.00 21,668, 15,570, 100.00 778,543 14,792,32 Total 583.1 3.03 % 679.91 863.56 % .18 0.38 2 Bad debts provision on a single item basis: Unit: RMB Closing balance Item Book balance Bad debt provision Proportion Reasons Bad debt provision assessed by credit risk portfolios: 1,542,583.12 Unit: RMB Closing balance Item Book balance Bad debt provision Proportion Combination 3 23,211,263.03 1,542,583.12 5.00% Total 23,211,263.03 1,542,583.12 -- Explanations for the determining basis of the portfolios: None Bad debt provision assessed by credit risk portfolios: Unit: RMB Closing balance Item Book balance Bad debt provision Proportion Explanations of the basis for determining the portfolios None Bad debt provision assessed by credit risk portfolios: Unit: RMB Closing balance Item Book balance Bad debt provision Proportion Explanations of the basis for determining the portfolios 188 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report If the bad debt provision of accounts receivable is based on the general model of expected credit loss, please refer to the disclosure methods of other receivables to disclose the relevant information of bad debt provision: □ Applicable √ Not applicable Disclosure by account age Unit: RMB Account age Closing balance Within 1 year (included) 15,570,863.62 1-2 years 7,640,399.41 Total 23,211,263.03 1.2 Provision, recovery or reversal of bad debts in current period Provision of bad debts in current period: Unit: RMB Changes in the current period Opening Closing balance Recovery or Category Provision Written-off Others balance reversal Bad debts of accounts 778,543.18 764,039.94 1,542,583.12 receivable Total 778,543.18 764,039.94 1,542,583.12 Significant amount of recovery or reversal of bad debts in current period: Unit: RMB Amount of recovery or Name of institutions Recovery method reversal None 1.3 Receivables written-off in current period Unit: RMB Item Written-off amount Important receivables written-off: Unit: RMB Whether generated Nature of Reasons for Implemented Creditor Written-off amount from related receivables written-off written-off procedure transactions Statement of receivables written-off: None 1.4 Accounts receivables of the top five debtors based on the ending balance 189 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Unit: RMB Proportion in total closing Closing balance of bad debt Creditor Closing balance receivables balance receivables provision Yaxia Industrial 23,211,263.03 100.00% 1,542,583.12 Total 23,211,263.03 100.00% 1.5 Receivables derecognized due to the transfer of financial assets None 1.6 Amount of assets and liabilities formed by transferring accounts receivable and continuing involvement None Other information: None 2. Other receivables Unit: RMB Item Closing balance Opening balance Other receivables 528,158,760.42 621,900,443.29 Total 528,158,760.42 621,900,443.29 2.1 Interest receivables (1) Classification of interest receivables Unit: RMB Item Closing balance Opening balance (2) Important overdue interest Whether impairment Borrower Closing balance Time Reason occurs and the judgment basis Other information: None (3) Bad debt provision □Applicable √ Not applicable 2.2 Dividends receivables (1) Classification of dividends receivables Unit: RMB Project (or investee) Closing balance Opening balance (2) Important dividend receivables with account age over 1 year Unit: RMB 190 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Whether impairment Cause of recovery Project (or investee) Closing balance Aging occurs and the judgment failure basis (3) Bad debt provision □Applicable √ Not applicable Other information: 2.3 Other receivables (1) Classification of other receivables by nature Unit: RMB Item Closing balance Opening balance Current payment 528,153,160.42 621,894,843.29 Deposits and guarantees 5,600.00 5,600.00 Total 528,158,760.42 621,900,443.29 (2) Bad debt provision Unit: RMB First stage Second stage Third stage Expected credit loss in the Bad debt provision Expected credit loss Expected credit loss in the whole duration Total in the next 12 months whole duration (credit impairment has (no credit impairment ). occurred) Changes in the book balance with significant changes in the loss provision for the current period □Applicable √ Not applicable Disclosure by account age Unit: RMB Account age Closing balance Within 1 year (included) 509,697,034.59 1 to 2 years 10,074,543.47 2 to 3 years 8,387,182.36 Total 528,158,760.42 (3) Provision, recovery or reversal of bad debt in current period Bad debt provision in current period Unit: RMB Changes in the current period Item Opening balance Closing balance Provision Recovery or Written-off Others 191 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report reversal Important recovery or reversal of bad debt in current period: Unit: RMB Amount of recovery or Creditor Recovery method reversal None (4) Other receivables written off in current period Unit: RMB Item Written-off amount Important other receivables written-off: Unit: RMB Whether generated Nature of other Reason for Implemented Creditor Written-off amount from related receivables Written-off written-off procedure transactions Explanation of other receivables written-off: None (5) Other receivables of the top five debtors based on the ending balance Unit: RMB Proportion in total Closing Nature of Creditor Closing balance Account age closing balance of balance of bad receivable other receivables debt provision Current Offcn Ltd. 508,588,562.61 Within 1 year 96.29% payment Bozhou Yaxia Automobile Driver Current Within 2 years 10,263,170.68 1.94% Training School Co., Ltd. payment (including 2 years) Wuhu Yawei Automobile Sales Current Within 2 years 3,619,677.02 0.69% Service Co., Ltd payment (including 2 years) Suzhou Bokai Automobile Sales Current Within 2 years 3,223,466.22 0.61% Services Co., Ltd. payment (including 2 years) Huangshan Yaxia Fudi Automobile Current Within 2 years 1,989,506.93 0.38% Sales Services Co., Ltd. payment (including 2 years) Total -- 527,684,383.46 -- 99.91% (6) Receivables related to government subsidies Unit: RMB Time, amount and basis of Name of institutions Government subsidies Closing balance Closing aging expected collection 192 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report None (7) Other receivables derecognized due to the transfer of financial assets None (8) Assets and liabilities arising from transferring other receivables and continuing to be involved None 3. Long-term equity investment Unit: RMB Closing balance Opening balance Provision Provision for for Item Book balance impairme Book value Book balance impairme Book value nt nt Investment in 18,582,307,907. 18,582,307,907.14 18,582,307,907.14 18,582,307,907.14 subsidiaries 14 18,582,307,907. Total 18,582,307,907.14 18,582,307,907.14 18,582,307,907.14 14 3.1 Investment in subsidiaries Unit: RMB Increase and decrease in current period Closing Provision balance of Opening balance Additi Invest Closing balance provision for Investee for (Book value) onal ment Oth (Book value) impairme impairment invest reducti ers nt ment on Offcn Ltd. 18,500,000,000.00 18,500,000,000.00 Wuhu Yawei Automobile 23,000,000.00 23,000,000.00 Sales Service Co., Ltd Ningguo Yaxia Motor Vehicle Driver Training 17,474,782.14 17,474,782.14 School (Co., Ltd.) Huangshan Yaxia Fudi Automobile Sales Services 5,000,000.00 5,000,000.00 Co., Ltd. Chaohu Yaxia Kaixuan Automobile Sales Service 5,000,000.00 5,000,000.00 Co., Ltd. Bozhou Yaxia Motor Vehicle 20,000,000.00 20,000,000.00 Driver Training School Co., 193 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Ltd. Suzhou Bokai Automobile 11,833,125.00 11,833,125.00 Sales Service Co., Ltd. Total 18,582,307,907.14 18,582,307,907.14 3.2 Investment in associated enterprises and joint ventures Unit: RMB Increase and decrease in current period Investm ent Closing gains balance and Declared of Opening Other Provision Closing losses cash provisi balance Comprehe Other for balance Investor Additional Investment recogni dividends on for (Book nsive Equity impairme Others (Book value) investment reduction zed or value) impairme income changes nt under profits nt the adjustment equity method 3.3 Other statements None 4. Revenue and operating cost Unit: RMB Amount for the current period Amount for the previous period Item Revenue Operating cost Revenue Operating cost Other business 7,278,174.71 5,632,943.03 7,276,570.86 5,667,932.11 Total 7,278,174.71 5,632,943.03 7,276,570.86 5,667,932.11 Income related information: Unit: RMB Contract Segment 1 Segment 2 Total Classification Inc: Inc: Inc: Inc: 194 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Inc: Inc: Inc: Obligation performance related information: None Information related to the transaction price allocated to the remaining performance obligations: The income from the unfulfilled or uncompleted obligation with signed contracts at the end of the reporting period: RMB0.00 . Other information: None 5. Investment income Unit: RMB Item Amount for the current period Amount for the previous period Dividend income from holding other equity 1,327,872.00 instrument investments Financing income 2,630.21 Total 1,330,502.21 6. Others None Section XVIII. Supplementary information 1. Details of current non-recurring gains and losses √ Applicable □ Not applicable Unit: RMB Item Amount Explanation Profits or losses from the disposal of non-current assets -168,828.03 Government subsidies included in the current profit and loss ( except the government subsidies closely related to the business of the enterprise, and 1,430,028.70 fixed or quantified in accordance with national unified Profit or loss from entrusting others to invest or manage assets 28,910,968.77 In addition to the effective hedging business related to the Company’s normal business operations, gains and losses from the changes in the fair value of the holding of financial assets held for trading, derivative financial assets, financial liabilities held for 9,068,865.15 trading, and derivative financial liabilities, and the investment income from the disposal of financial assets held for trading, derivative financial assets, financial liabilities held for trading, derivative financial liabilities and other debt investments Non-operating income and expenses other than the above -311,355.41 195 Offcn Education Technology Co., Ltd. 2021 Semi-Annual Report Other profit and loss items in line with the definition of non-recurring profit and loss 45,101,048.40 Less:Amount impacted by income tax 11,288,212.83 Total 72,742,514.75 -- Provide statements for classifying non-recurring profit and loss items defined or listed in the Explanatory Announcement No. 1 for Information Disclosures of the Company Issuing Securities Publicly — Non-recurring Profits and Losses, and for classifying non-recurring profit and loss items listed in the Explanatory Announcement No. 1 for Information Disclosures of the Company Issuing Securities Publicly — Non-recurring Profits and Losses as recurring profit and loss items. □ Applicable √ Not applicable 2. Return on equity and earnings per share Weighted Earnings per share Profit in the reporting period average return on Basic earnings per Diluted earnings net assets (%) share per share (RMB/share) (RMB/share) Net profit attributable to common shareholders -2.30% -0.02 -0.02 of the Company Net profit attributable to common shareholders of the Company -4.02% -0.03 -0.03 after deducting non-recurring gains and losses 3. Differences in accounting data under domestic and overseas accounting standards (1) Differences in net profit and net assets in financial reports disclosed in accordance with both international accounting standards and Chinese accounting standards □ Applicable √ Not applicable (2) Differences in the financial report of net profits and net assets disclosed by Overseas Accounting Standards and China Accounting Standards □ Applicable √ Not applicable (3) Explanation of the differences in accounting data under domestic and overseas accounting standards. Names of overseas institutions shall be indicated if difference adjustments of data from overseas audit institutions are conducted None 4. Others None 196