OFFCN EDUCATION TECHNOLOGY CO., LTD.
2021 Annual Report
Stock Code: 002607
Stock Abbr.: OFFCN EDU
April, 2022
Chapter 1 Important Information, Table of 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. Investors are advised to invest rationally and pay attention to the potential
investment risks.
The possible risks and countermeasures have been detailed in Section XI Forcast of the Company ’ s future
development ” of Chapter 3 Management Discussion and Analysis of this report. Investors are advised to pay
attention to the relevant contents.
On December 25, 2021, the Company was filed and investigated by China Securities Regulatory Commission
(CSRC) on suspicion of failing to disclose related party transaction information and violating the laws and
regulations of information disclosure. On April 27, 2022, the Company and the relevant parties received the official
Decision of Administrative Penalty. The Anhui Securities Regulatory Bureau of the CSRC decided to give a
warning to and impose a fine on the Company and the relevant parties, and order the Company and the relevant
parties to rectify the situation. Specific information is stated in the announcement (No. 2022-032) disclosed on
CNINFO (www.cninfo.com.cn) and other designated media.
The Company plans not to distribute cash dividends, bonus shares, nor to increase share capital by converting
capital reserve.
The English version of this report is provided together with the Chinese version. Should there be any inconsistency
between the Chinese version and the English version, the Chinese version shall prevail.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Contents
Chapter 1 Important Information, Table of Contents and Definitions .............................................. 1
Chapter 2 Corporate Profile & Key Financial Indicators ................................................................. 5
Chapter 3 Management Discussion and Analysis ........................................................................... 10
Chapter 4 Corporate Governance ....................................................................................................37
Chapter 5 Environmental and social responsibilities ......................................................................62
Chapter 6 Significant Events ...........................................................................................................63
Chapter 7 Share Changes and Shareholders ................................................................................... 93
Chapter 8 Preferred Shares ........................................................................................................... 101
Chapter 9 Corporate Bonds ...........................................................................................................102
Chapter 10 Financial Statements ...................................................................................................103
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Documents Available for Reference
I. 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).
II. The original copy of the audit report signed and sealed by the auditors and sealed by the accounting firm.
III. The full text of 2021 Annual Report signed by Wang Zhendong, the Company’s legal representative.
IV. 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.
V. The place where the above-mentioned documents are maintained: the office of the Company’s Secretary of the
Board of Directors.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Definitions
Term(s) Definition
The listed Company, The Company,
Offcn Education Technology Co., Ltd.
Offcn Edu
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
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 issuance
This major assets restructuring, of Yaxia Auto shares according to the proportion of shareholding. At the same time, Yaxia
This transaction, Industrial transfers 80,000,000 and 72,696,561 Yaxia Auto shares to Offcn Partnership and Li
This restructuring 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 all
Offcn Partnership 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.
Yaxia Industrial Anhui Yaxia Industrial Co., Ltd.
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Offcn Education Technology Co., Ltd. 2021 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
OFFCN EDU
any)
Legal Representative of the Company Wang Zhendong
Yaxia Automobile City, Yijiang North Road, Jiujiang District, Wuhu City, Anhui
Registered Address
Province
Zip Code of Registered Address 241000
Changed Registered Address of the Company (if
/
any)
Block B, Hanhua Century Mansion, No.23 Xueqing Road, Haidian District,
Office Address
Beijing
Zip Code of Office Address 100089
Company Website http://www.offcn.com
E-mail ir@offcn.com
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 Road, Haidian District, Beijing
Tel. 010-83433677 010-83433688
Fax 010-83433666 010-83433666
E-mail ir@offcn.com ir@offcn.com
Section III. Information disclosure and location of Annual Report
Company’s Designated Information Disclosure Media Securities Times, Shanghai Securities News and China Securities
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Journal
Website Designated by the China Securities Regulatory
http://www.cninfo.com.cn
Commission for Publishing the Annual Report
Place Where the Annual Report is Available for Inspection Office of Secretary of the Board
Section IV. Registration Changes
Organization Code 91340200711040703A
Changes in Main Business Since the Company’s Listing (if any) None
Change of Previous Controlling Shareholders (if any) None
Section V. Other relevant information
Accounting firm hired by the Company
Accounting Firm Name Baker Tilly China Certified Public Accountants (LLP)
No.12 Building, Foreign Cultural and Creative Garden, No.19 Chegongzhuang West
Office Address of the Accounting Firm
Road, Haidian District, Beijing, China
Signing Accountants’ Names Zhou Baiming, Li Qiang
Sponsor institution engaged by the Company to perform continuous supervision duties during the reporting period
□ Applicable √ Not applicable
Financial advisor engaged by the Company to perform continuous supervision duties during the reporting period
√ Applicable □ Not applicable
Financial advisor Continuous Supervision
Financial Advisor Office Address
sponsor Period
26th Floor, CTS Building,
NO.4011 Shennan Avenue, Futian
Huatai Securities Co., Ltd. Cui Binbin, Cui Li Nov. 28, 2018 - Dec.31, 2021
District, Shenzhen, Guangdong,
China
Section VI. Key Accounting Information and Financial Indicators
Does the Company need to adjust its financial data retrospectively or restate its accounting data of previous year?
□ Yes √ No
Increase/Decrease
Year 2021 Year 2020 over the previous Year 2019
year
Operating income (RMB yuan) 6,911,723,331.79 11,202,494,295.04 -38.30% 9,176,129,995.89
Net profit attributable to shareholders
-2,369,509,039.00 2,304,357,742.74 -202.83% 1,804,548,688.01
of the listed Company (RMB yuan)
Net profit after deducting
-2,485,630,452.04 1,867,289,479.85 -233.11% 1,700,369,663.16
non-recurring profits and losses
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Offcn Education Technology Co., Ltd. 2021 Annual Report
attributable to shareholders of the
listed Company (RMB yuan)
Net cash flow from operating
-4,097,961,548.90 4,882,469,101.91 -183.93% 2,473,986,085.19
activities (RMB yuan)
Basic earnings per share (RMB
-0.38 0.37 -202.70% 0.29
yuan/share)
Diluted earnings per share (RMB
-0.38 0.37 -202.70% 0.29
yuan/share)
Weighted average return on net assets -76.88% 66.15% -143.03% 60.71%
Increase/Decrease
Year End 2021 Year End 2020 Over Previous Year Year End 2019
End
Total assets (RMB yuan) 10,305,183,525.70 14,418,850,027.27 -28.53% 9,960,705,427.94
Net assets attributable to shareholders
1,888,818,754.20 4,275,127,793.20 -55.82% 3,431,545,903.82
of the listed Company (RMB yuan)
The lower of the net profit of the Company before and after deduction of non-recurring profits and losses for the
most recent three financial years is negative, and the audit report of the most recent year shows that there are
uncertainties on the Company’s ability to continue operations
□ Yes √ No
The lower of the net profit before and after deduction of non-recurring profits and losses is negative
√ Yes □ No
Item Year 2021 Year 2020 Note
Operating income
6,911,723,331.79 11,202,494,295.04 None
(RMB yuan)
In this reporting period, the deductions of operating income include:
Deduction of hotel income RMB 28,379,224.72;
Deduction from
Deduction of house leasing income RMB 19,285,714.29;
operating income 51,440,960.49 63,592,576.33
Deduction of exhibition income RMB 3,364,150.85;
(RMB yuan)
Deduction of custody income RMB 226,415.10;
Deduction of other income RMB 185,455.53.
In this reporting period, the deduction of operating income includes:
Deduction of hotel income
Operating income RMB 28,379,224.72;
after deduction 6,860,282,371.30 11,138,901,718.71 Deduction of house leasing income RMB 19,285,714.29;
(RMB yuan) Deduction of exhibition income RMB 3,364,150.85;
Deduction of custody income RMB 226,415.10;
Deduction of other income RMB 185,455.53.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Section VII. Differences in accounting data under domestic and overseas accounting standards
1. Differences between net profits and net assets disclosed in the financial reports in accordance with
Chinese accounting standards and international accounting standards
□ Applicable √ Not applicable
There is no difference between the net profits and net assets disclosed in accordance with Chinese accounting
standards and those disclosed in accordance with international accounting standards in the reporting period.
2. Differences between net profits and net assets disclosed in the financial reports in accordance with
Chinese accounting standards and overseas accounting standards
□ Applicable √ Not applicable
There is no difference between the net profits and net assets disclosed in accordance with Chinese accounting standards and those
disclosed in accordance with overseas accounting standards in the reporting period.
Section VIII. Quarterly Key Financial Indicators
Unit: RMB
The First Quarter The Second Quarter The Third Quarter The Fourth Quarter
Operating income 2,051,691,383.47 2,804,306,880.03 1,445,195,855.92 610,529,212.37
Net profit attributable to
shareholders of the listed 140,729,639.84 -237,892,148.87 -793,735,635.02 -1,478,610,894.95
Company
Net profit after deducting
non-recurring profits and losses
92,213,329.43 -262,118,353.21 -798,108,362.10 -1,517,617,066.16
attributable to shareholders of the
listed Company
Net cash flow from operating
-246,724,873.67 -692,366,584.28 -2,706,728,725.77 -452,141,365.18
activities
Do the above financial indicators or their total differ significantly from those stated in the Company’s disclosed
quarterly and semi-annual reports?
□ Yes √ No
Section IX. Non-Recurring Profits and Losses
√ Applicable □ Not applicable
Unit: RMB
Item Year 2021 Year 2020 Year 2019 Note
Profits or losses on disposal of non-current assets
-136,455.49 162,043.59 182,904.69
(including offsetting amount for the provision of
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Offcn Education Technology Co., Ltd. 2021 Annual Report
impairment of assets)
Government grants included in current profit or loss
(except those closely related to the Company's normal
business operations, which are in accordance with 27,496,339.83 20,128,697.09 472,098.91
national policies and continuously enjoyed in accordance
with certain standards or quotas)
Capital occupation fees charged to non-financial
13,192,187.13
enterprises included in current profit and loss
Profit or loss from entrusting others to invest or manage
56,955,660.58 180,223,310.57 184,130,073.02
assets
Except the effective hedging business related to the
Company’s normal business operations, profits or losses
on changes in fair value arising from the possession of
transactional financial assets and transactional financial -21,490,322.52 20,984,385.76 1,712,787.50
liabilities; and the investment income from the disposal
of transactional financial assets, transactional financial
liabilities and financial assets available for sale
Custody income from entrusted operations 226,415.10 226,415.09 411,320.75
Other non-operating income and expenses except for the
16,837,313.42 -629,138.85 -1,341,412.25
items above
Other profit or loss items that meet the definition of
60,675,060.38 280,283,117.41 -53,800,000.00
non-recurring profits and losses
Less: Impact on income tax 24,442,598.26 76,183,536.19 27,588,747.77
Impact on minority shareholders’ equity (after tax) 1,319,218.71
Total 116,121,413.04 437,068,262.89 104,179,024.85 --
Details of other profit and loss items that meet the definition of non-recurring profits or losses.
√ Applicable □ Not applicable
RMB 60,293,558.79 of VAT exempted in accordance with the Announcement on Tax Policies Related to Supporting
the Prevention and Control of Pneumonia Outbreaks of Covid-19 (Announcement No. 8 [2020] of the Ministry of
Finance and State Taxation Administration of The People's Republic of China);
RMB 355,925.19 of input tax credits in accordance with the Announcement on Policies Related to Deepening VAT
Reform (Announcement No. 39 [2019] of the Ministry of Finance, State Taxation Administration, and General
Administration of Customs of The People's Republic of China);
RMB 25,576.40 gained from remeasuring the remaining equity at fair value after the loss of control of Beijing
Offcn Future Education Technology Co., Ltd..
Provide explanations for classifying items of non-recurring profits or losses defined or listed in the Explanatory
Announcement No. 1 for Information Disclosures of the Company Issuing Securities Publicly — Non-recurring
Profits and Losses as items of recurring profits or losses.
□ Applicable √ Not applicable
The Company has not classified non-recurring profit or loss items defined or listed in the Explanatory
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Announcement No. 1 for Information Disclosures of the Company Issuing Securities Publicly — Non-recurring
profits and losses as recurring profit or loss items in the reporting period.
Chapter 3 Management Discussion and Analysis
Section I. The industry situation of the Company during the reporting period
1. The “14th Five-Year Plan” requires that the quality and capacity of education, medical care, elderly
care and other services be greatly improved.
In terms of education, the “14th Five-Year Plan” requires to greatly improve education equality and quality;
promote the popularization of higher education, create more than 60 million new jobs in cities and towns; build,
renovate or expand 20,000 kindergartens to increase enrollments by over 4 million for ordinary families; and build,
renovate or expand more than 4,000 primary and secondary schools. In terms of medical and health care, it requires
to expand disease prevention and control bases and build national and regional medical centers, and strive to
upgrade 500 county-level hospitals to meet the facilities and service capabilities of top-tier hospitals. In terms of
elderly care service, 500 districts and counties will be supported in building a 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 service, 150 cities will be supported to develop childcare service with social resource, and more
than 500,000 exemplary inclusive childcare enrollments will be added. All of these investments mentioned above
will strongly promote the sustainable growth of the recruitment sectors, especially the recruitment sectors of
teachers, medical staff and community workers.
2. With more policy support, the operation of improving vocational skills speeds up.
Since the “14th Five-Year Plan”started, the new economic layout of pursuing high-quality development has
put forward higher demand for the upgrading and adjustment of China’s industrial structure. Industry boundaries
are constantly broken, and knowledge and skills in different fields intersect with each other increasingly. The
demand of all kinds of enterprises for inter-disciplinary, innovative and highly skilled talents keeps increasing.
In terms of industry policies, in May 2019, the General Office of the State Council issued the Course of Action
for Vocational Skills Improvement (2019-2021), which specifies that the operation of improving vocational skills is
an important livelihood project. After that, relevant policies were issued one after another:
In March 2021, the Outline of the People’s Republic of China 14th Five-Year Plan for National Economic and
Social Development and Long-Range Objectives for 2035 issued by the General Office of Central Committee of
CPC and the General Office of State Council requires to improve the life-long skills training system and continue
to carry out vocational skills training on a large scale. The Outline also requires to carry out the action for
vocational skills improvement and special training plan for key groups in a deeper level, extensively carry out skills
training for employees from business of new forms and new models and improve the training quality effectively.
In October 2021, the Opinions on Promoting the High-quality Development of Modern Vocational Education
issued by the General Office of Central Committee of CPC and the General Office of State Council suggests
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Offcn Education Technology Co., Ltd. 2021 Annual Report
promoting the construction of a skill-oriented society, improving the social status of technical and skilled talents,
and enhancing the attractiveness and training quality of vocational education, and makes it clear that the enrollment
of vocational undergraduate education shouldn’t be less than 10% of the enrollment of higher vocational education.
Listed companies and leading enterprises in the industry are encouraged to take the lead in providing vocational
education, and all kinds of enterprises are encouraged to participate and play a role in vocational education legally.
In December 2021, the “14th Five-Year Plan” Vocational Skills Training Plan jointly issued by the Ministry
of Human Resources and Social Security, the Ministry of Education, the National Development and Reform
Commission and the Ministry of Finance specifies again that carrying out large-scale training for vocational skills
is an important measure to improve the employment and entrepreneurial ability of laborers, alleviate structural
employment contradictions and promote the expansion of employment, and it is also an essential support for
advancing development with high quality.
This year’s government’s work report also suggests continuing to carry out large-scale training for vocational
skills, and jointly building and sharing a batch of public training bases. 100-billion-yuan unemployment insurance
fund should be used for stabilizing employment and training, and accelerating the training of urgently-needed
talents for the high-quality development of the manufacturing industry to make more laborers possess a
professional skill and more talents emerge in all walks of life.
3. Main industry characteristics and cyclical characteristics
The institutions of vocational education distribute vastly all over the country. Such situation lifts the
barriers to competition in this field. 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 for civil servants also
comes in large numbers from prefecture-level cities and counties. This has given rise to a large number of local
small and medium-sized training institutions, and provided large institutions with a wide space to expand their
channel networks, while making management difficulties and barriers to competition suddenly higher.
The training for civil servant recruitment tests is seasonal. For trainees, the 1-2 years before or after their
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. And 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 institutions and has also provided large institutions with continuous motivation to constantly challenge the
scale boundary. With the rapid increase in examination categories and business sectors, large institutions will
increasingly enjoy the benefits 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.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Section II. The Company’s main business during the reporting period
Offcn Edu is a large-scale multi-category vocational education institution, and it is also the pioneer and leader
in the field of public service recruitment examination training in the country. The Company bravely undertakes the
mission of the times, continues to create new markets, and serves the society with kindness and altruism.
Offcn Edu mainly serves knowledge-based employment population including college students, university
graduates, and various professionals, aged 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.
For hundreds of millions of knowledge-based people and based on their two core demands, the Company’ s
main business covers three major sectors including training for public service recruitment examinations, college
and high institution enrollment examinations and vocational ability enhancement, and it provides more than 100
categories of comprehensive vocational training service. The Company has more than 1,500 outlets across the
country, covering more than 300 prefecture-level cities, and is steadily expanding into thousands of counties and
universities.
After a long-term exploration and accumulation, Offcn Edu has owned a large-scale full-time R&D team of
more than 2,000 people, a large-scale teaching team of more than 14,000 teachers, and a staff of more than 36,000
people. Relying on its outstanding team execution and nationwide vertical integrated fast response capability, the
Company has developed into an innovation-driven enterprise platform.
Section III. Analysis of the Company’s core competitiveness
The Company's core competitiveness lies in the formation of an enterprise platform driven by the capability of
vertically integrated fast response. The key driving factors are as follows:
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Offcn Education Technology Co., Ltd. 2021 Annual Report
1. Clustered professional R&D continuously outputs 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 in 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 2,000 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
constantly creates R&D cluster effect of collaboration between categories, which greatly improves the efficiency of
R&D, especially the grafting efficiency of using stock R&D resources in new categories and new businesses.
2. Vertical integrated fast response capability supports the Company ’ s sustainable operation 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 fast response system and
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,
management and learning effect far above the 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 rapid business category expansion. So investment
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Offcn Education Technology Co., Ltd. 2021 Annual Report
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 1,500 business outlets covering 300 prefecture-level cities. 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.
3. 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 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 foreground and background response
frequency from units of days to a level close to “real-time situational awareness”, which enhanced the Company’s
core competitiveness based on speed economy.
4. 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 &
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Offcn Education Technology Co., Ltd. 2021 Annual Report
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, influenced the staff level by level, 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.
5. 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 founding 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 cultivation to promote the healthy and vigorous
development of the enterprise.
As of December 31, 2021, the Company had more than 7,000 Party members, accounting for more than
one-fifth of the total number of employees.
Section IV. Core business analysis
1. Overview
(1) Impacted by the pandemic, market demand has shrunk, and the performance of the Company in the
current period has appeared great fluctuation.
In 2021, the market of education and training has suffered great fluctuations. At the industry level, impacted
by the pandemic and economy, the phenomena of cyclical fluctuations of exams, shrinking market demand, and
students’ weakening willingness to attend training occur in the industry of talent recruitment training. The industry
shows a sign of overall contraction, which challenges the stability of corporate operations. In terms of the Company,
influenced by the appearance of sporadic cases and cluster cases of COVID-19 in some areas, the Company ’ s
outlets and learning centers in more than 20 provinces including Heilongjiang, Jiangsu, Shaanxi, Jilin, and Henan
were closed periodically and couldn’t operate normally in 2021. In addition, because the Company’s management
team was too optimistic about the market situation and didn’t adjust the business plan timely, the tuition refunds
increased sharply and the cost remained high, resulting in a substantial increase of refund rate in year 2021
compared with year 2020 and a great fluctuation in the Company’s current period performance.
During the current reporting period, the Company achieved a total operating income of RMB 6.9117233
billion yuan, a 38.30% year-on-year decrease. Net profit attributable to shareholders of the listed Company was
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Offcn Education Technology Co., Ltd. 2021 Annual Report
RMB -2.369509 billion yuan, a decrease of 202.83% over the same period of the previous year. After deducting
non-recurring profits and losses, net profit attributable to the parent company’s shareholders was RMB -2.4856305
billion yuan, a decrease of 233.11% on an annual basis. In the next stage, the Company will actively rectify the
situation and launch the 2022 business boost plan. The measures of optimizing interior by reducing cost and
improving efficiency, adjusting structural product and accelerating new business development will be taken to lead
the Company back on track as soon as possible.
The key operating resources and performance indicators during the reporting period are stated in the table below:
The increase or
decrease at the end
At the end of the of the reporting
Item Indicators At the end of last year
reporting period period from the
end of the previous
year
Directly-operated branches 1,508 1,669 -9.65%
Operating Employees 36,143 45,066 -19.80%
resources R&D personnel 2,452 3,025 -18.94%
Teachers 14,590 18,863 -22.65%
The increase or
decrease in the
At the end of the The same period of last reporting period
Item Indicators
reporting period year from the same
period of the
previous year
Revenue of face-to-face training (RMB
4,380,182,147.02 8,233,444,798.58 -46.80%
yuan)
Revenue of online training (RMB yuan) 2,480,100,224.28 2,905,456,920.13 -14.64%
Business and
Number of training participants 3,849,035 4,494,348 -14.36%
profits
Operating income (RMB yuan) 6,911,723,331.79 11,202,494,295.04 -38.30%
Net profits attributable to shareholders of
-2,369,509,039.00 2,304,357,742.74 -202.83%
the listed Company (RMB yuan)
(2) New business sector develops steadily and the return on upfront investment appears.
All along, the Company has been continuously injecting intensive resources into active new businesses,
especially forward-looking strategic investments in key categories such as academic backgrounds upgrading,
training for medical qualifications, and IT training. With the continuous investments of resources and growing
maturity of the talent pool, the revenue proportion of training sector for other public service exams and new
businesses is increasing gradually. During the reporting period, the comprehensive sector achieved a revenue of
16
Offcn Education Technology Co., Ltd. 2021 Annual Report
RMB 1.669751 billion yuan, which made up 24.16% of the total revenue, an increase from the 15.90% of the same
period in the previous year.
2. Revenue and cost
(1) Composition of revenue
Unit: RMB yuan
2021 2020 Increase/ Decrease
Proportion of Proportion of over the previous
Amount Amount
Revenue Revenue year
Revenue 6,911,723,331.79 100% 11,202,494,295.04 100% -38.30%
Sectors
Educational
6,860,282,371.30 99.26% 11,138,901,718.71 99.43% -38.41%
training
Others 51,440,960.49 0.74% 63,592,576.33 0.57% -19.11%
Categories of product
Training for Civil
3,368,861,256.89 48.74% 6,289,564,053.54 56.14% -46.44%
Servant Test
Training for Public
1,019,282,962.72 14.75% 1,273,504,970.82 11.37% -19.96%
Institution Test
Training for
Teachers’ 802,387,194.18 11.61% 1,794,466,441.92 16.02% -55.29%
Recruitment Test
Training for other
public services test 1,669,750,957.51 24.16% 1,781,366,252.43 15.90% -6.27%
and new businesses
Others 51,440,960.49 0.74% 63,592,576.33 0.57% -19.11%
Regions
Northeast China 891,663,394.84 12.90% 1,575,156,348.27 14.06% -43.39%
North China 1,172,797,204.47 16.97% 1,875,752,184.53 16.74% -37.48%
East China 1,687,969,176.80 24.42% 2,654,580,800.73 23.70% -36.41%
Middle China 850,590,365.27 12.31% 1,349,672,939.31 12.05% -36.98%
South China 571,708,625.26 8.27% 1,016,364,626.14 9.07% -43.75%
Southwest Region 907,397,421.66 13.13% 1,403,667,569.50 12.53% -35.36%
Northwest China 778,156,183.00 11.26% 1,263,707,250.23 11.28% -38.42%
Others 51,440,960.49 0.74% 63,592,576.33 0.57% -19.11%
Sales models
Direct sales 6,911,723,331.79 100.00% 11,202,494,295.04 100.00% -38.30%
17
Offcn Education Technology Co., Ltd. 2021 Annual Report
(2) Particulars of sectors, products, regions and sales models that account for more than 10% of the
operating revenue or profits
□ Applicable √ Not applicable
(3) Is the Company’s goods sales income greater than that of labor services?
□ Yes √ No
(4) Fulfillment of significant sales contracts and purchase contracts signed by the Company as of the
reporting period
□ Applicable √ Not applicable
(5) Composition of operating cost
Categories of industry
Unit: RMB yuan
2021 2020 Year-on-ye
Industries Items Proportion of Proportion of ar Increase/
Amount Amount
operating costs operating costs Decrease
Education
Cost of operation 4,945,732,913.85 99.04% 4,513,636,084.16 98.82% 9.57%
training
Others Cost of operation 47,984,449.73 0.96% 53,690,847.28 1.18% -10.63%
Statements
None
(6) Did the scope of consolidation change during the reporting period?
√ Yes □ No
Full name of the subsidiary Proportion of Reason for changes
shareholding (%)
1. Lu’an Yazhong Real Estate Information Consulting Co., Ltd. 100 Acquisition
2. Lu’an Zhongke Real Estate Information Consulting Co., Ltd. 100 Acquisition
3. Wenling Offcn Information Consulting Co., Ltd. 100 New establishment
4. Anshan Tiedong Offcn Education Training School Co., Ltd. 100 New establishment
5. Diqing Offcn Training School Co., Ltd. 100 New establishment
6. Dali Offcn Education Training School Co., Ltd. 100 New establishment
7. Harbin Nangang Offcn Education Training School Co., Ltd. 100 New establishment
8. Nujiang Offcn Training School Co., Ltd. 100 New establishment
9. Weixi Offcn Education Training School Co., Ltd. 100 New establishment
10. Beijing Offcn Century Education Technology Co., Ltd. 100 New establishment
11. Beijing Offcn Future Education Technology Co., Ltd. 49.00 Transferred
18
Offcn Education Technology Co., Ltd. 2021 Annual Report
(7) Major changes or adjustments to the Company ’ s business, products, or services during the reporting
period
□ Applicable √ Not applicable
(8) Major customers and major suppliers
Information about major customers
Total sales amount of the top five customers (RMB yuan) 605,618.91
The ratio of the total sales amount of the top five customers
0.01%
to the total annual sales amount
The ratio of the sales amount of related parties in the sales
amount of the top five customers to the total annual sales 0.00%
amount
Information about the top 5 customers
SN Customer Sales amount (RMB) Ratio to the total annual sales amount
1 Customer 1 130,296.72 0.00%
2 Customer 2 130,019.42 0.00%
3 Customer 3 119,768.79 0.00%
4 Customer 4 115,242.72 0.00%
5 Customer 5 110,291.26 0.00%
Total -- 605,618.91 0.01%
Other information regarding major customers
□ Applicable √ Not applicable
Information regarding major suppliers
Total purchase amount of the top five suppliers (RMB yuan) 406,493,953.25
The ratio of the total purchase amount of the top five suppliers to
9.63%
the total annual purchase amount
The ratio of the purchase amount of related parties in the
purchase amount of the top five suppliers to the total annual 0.00%
purchase amount
Information regarding the top 5 suppliers
SN Supplier Purchase Amount (RMB) Ratio to the total annual purchase amount
1 Supplier 1 194,154,388.30 4.60%
2 Supplier 2 128,012,500.00 3.03%
3 Supplier 3 30,901,945.00 0.73%
4 Supplier 4 27,285,618.00 0.65%
19
Offcn Education Technology Co., Ltd. 2021 Annual Report
5 Supplier 5 26,139,501.95 0.62%
Total -- 406,493,953.25 9.63%
Other information about major suppliers
□ Applicable √ Not applicable
3. Expenses
Unit: RMB yuan
Year-on-year
Year 2021 Year 2020 Increase/ Description on major changes
Decrease
Mainly due to the expiration of the
social insurance exemption, the
increase in employees' salaries, the
Sales expenses 2,105,098,912.06 1,811,790,113.16 16.19%
opening of new workplace, and the
increase in the amortization of rental
property during the epidemic period
Management expenses 1,315,643,022.03 1,279,869,207.37 2.80% No major changes
Mainly due to short-term interest on
borrowings and the amortization of
Financial expenses 491,614,471.98 430,548,689.17 14.18% unrecognized financing expenses to
financial expenses according to the
New Lease Standard
Mainly due to the operating losses in
this period, the decrease of R&D
R&D expenses 901,469,538.57 1,050,697,333.79 -14.20% personnel and the reduction of the total
salary due to the position transfer of
teachers to R&D
4. R&D investment
√ Applicable □ Not applicable
Progress of Potential influence on the
Name of Projects Purpose of projects Goals to be achieved
projects Company’s development
Provide different product
Enrich the Company's Enrich the Company's portfolios to enhance
Basic research and Obtained
curriculum system to achieve curriculum system to achieve students’ learning outcome
development of partial
a diversified curriculum a diversified curriculum and to improve the
curriculum system objective
portfolio portfolio Company’s core
competitiveness
Research and By developing platform Obtained By developing platform Promote the deep matching
development of systems and client APPs, partial systems and client APPs, of digital management and
20
Offcn Education Technology Co., Ltd. 2021 Annual Report
infrastructure for provide technical support for objective provide technical support for vertically integrated fast
digital operation the transformation of business the transformation of response system, seek for
digitization business digitization higher level of efficient fast
response with the power of
digital management, and
further enhance the core
competitiveness of the
Company based on speed
economy
R&D staff
Year-on-year Increase/
2021 2020
Decrease
Numbers of R&D staff 2,452 3,025 -18.94%
Proportion of R&D staff 6.78% 6.71% 0.07%
Education background of R&D
—— —— ——
staff
Bachelor degree 1,665 2,620 -36.45%
Master degree 778 400 94.50%
Others 9 5 80.00%
Age of R&D staff —— —— ——
Below 30 years old 1,052 1,841 -42.86%
30-40 years old 1,344 1,128 19.15%
Above 40 years old 56 56 0.00%
Investments in R&D
Year-on-year Increase/
Year 2021 Year 2020
Decrease
R&D investment amount
901,469,538.57 1,050,697,333.79 -14.20%
(RMB yuan)
The proportion of R&D
13.04% 9.38% 3.66%
investment in revenue
Amount of capitalized R&D
0.00 0.00 0.00%
investment (RMB yuan)
The proportion of Capitalized
R&D investment in R&D 0.00% 0.00% 0.00%
investment
Reasons and effects of major changes in the composition of the Company's R&D personnel
□ Applicable √ Not applicable
21
Offcn Education Technology Co., Ltd. 2021 Annual Report
Reason for a significant change of the proportion of total R&D investment in revenue from that of the last year
□ Applicable √ Not applicable
Reason and statement for the significant change in capitalization rate of R&D investment
□ Applicable √ Not applicable
5. Cash flow
Unit: RMB yuan
Year-on-year Increase/
Item Year 2021 Year 2020
Decrease
Sub-total of cash inflows from
5,344,505,574.24 14,170,455,842.47 -62.28%
operating activities
Sub-total of cash outflows from
9,442,467,123.14 9,287,986,740.56 1.66%
operating activities
Net cash flows from operating
-4,097,961,548.90 4,882,469,101.91 -183.93%
activities
Sub-total of cash inflows from
9,419,573,425.23 41,450,131,085.26 -77.27%
investing activities
Sub-total of cash outflows from
7,679,034,155.42 42,558,772,286.98 -81.96%
investing activities
Net cash flows from investing
1,740,539,269.81 -1,108,641,201.72 257.00%
activities
Sub-total of cash inflows from
4,569,000,000.00 5,270,000,000.00 -13.30%
financing activities
Sub-total of cash outflows from
6,191,808,200.47 5,818,126,412.65 6.42%
financing activities
Net cash flows from financing
-1,622,808,200.47 -548,126,412.65 -196.06%
activities
Net increase in cash and cash
-3,980,230,479.56 3,225,701,487.54 -223.39%
equivalents
Main influencing factors of major year-on-year changes in relevant data
√ Applicable □ Not applicable
(1) The net cash flows from operating activities decreased by RMB 8.9804307 billion yuan, a 183.93% year-on-year decrease. It was
mainly due to the lower-than-expected business receipts of the Company, the rapid growth of students’ refunds and the sharp decline
of business income.
(2) The net cash flows from investing activities increased by RMB2.8491805 billion yuan, a 257.00% year-on-year increase, which
was resulted from the redemption of financial products upon maturity in the current period.
(3) Net cash flows from financing activities decreased by RMB 1.0746818 billion yuan, a 196.06% year-on-year decrease. It was
22
Offcn Education Technology Co., Ltd. 2021 Annual Report
mainly due to the repayment of the due short-term borrowings, and the payment of new-added rent expenses in the current year listed
in “Payment of other cash related to financing activities” according to the the New Lease Standard.
Reason for significant differences between the net cash flow from operating activities and the net profit of the Company during the
reporting period
□ Applicable √ Not applicable
Section V. Non-core business analysis
√ Applicable □ Not applicable
Unit: RMB yuan
Proportion of Total
Amount Reason Sustainable or not
Profit
Mainly including income
Investment income 79,269,900.92 -2.86% from financial products, and Yes
interest on time deposits
Gains and losses
According to Financial
from changes in fair -21,490,322.52 0.78% Uncertain
Instruments Standards
value
Non-operating Formed during the
18,141,095.89 -0.66% Uncertain
income operating process
Non-operating Formed during the
1,303,782.47 -0.05% Uncertain
expenses operating process
Section VI. Analysis of assets and liabilities
1. Major changes in asset composition
Unit: RMB yuan
End of Year 2021 Beginning of Year 2021
Proportion
Proportion Proportion
of increase/ Major Changes
Amount of total Amount of total
decrease
assets assets
Mainly due to the decrease in
Monetary the Company's business
1,970,361,272.64 19.12% 5,950,395,089.12 41.27% -22.15%
fund receipts and the increase in
students’ tuition refunds
Accounts Mainly due to the increase of
40,374,842.27 0.39% 21,493,637.66 0.15% 0.24%
receivable rent receivables
Mainly because the decline of
Investment
644,936,541.46 6.26% 668,014,515.82 4.63% 1.63% total assets was greater than the
properties
decline of investment property
23
Offcn Education Technology Co., Ltd. 2021 Annual Report
Mainly due to the increase
from the transfer of Beijing
Long-term Offcn Future Education
equity 46,850,364.40 0.45% 0.45% Technology Co., Ltd. from a
investment wholly-owned subsidiary to an
associate company in the
current period
Mainly due to the increase of
houses and buildings resulted
from the acquisition of Liu’an
Yazhong Real Estate
Fixed assets 1,770,372,338.85 17.18% 1,612,792,592.67 11.19% 5.99%
Information Consulting Co.,
Ltd. and Liu'an Zhongke Real
Estate Information Consulting
Co., Ltd. in the current period
Mainly due to the newly-added
Construction
294,785,678.31 2.86% 214,248,125.04 1.49% 1.37% project of Rizhao Learning
in progress
City in the current period
Mainly because the decline of
Right-of-use
1,342,280,387.08 13.03% 1,491,006,998.14 10.34% 2.69% total assets was greater than the
asset
decline of right-of-use assets
Mainly because the decline of
Short-term total assets was greater than the
3,152,945,812.59 30.60% 3,976,019,329.22 27.58% 3.02%
borrowings decline of short-term
borrowings
Mainly due to the decrease in
Contract the Company's business
3,063,721,290.28 29.73% 4,925,428,309.33 34.16% -4.43%
liabilities receipts and the increase in
students’ tuition refunds
Lease
635,691,184.87 6.17% 632,866,068.34 4.39% 1.78% No major changes
liabilities
A high percentage of overseas assets
□ Applicable √ Not applicable
2. Assets and liabilities measured at fair value
√ Applicable □ Not applicable
Unit: RMB yuan
Profits and Provisi Amount of Amount of
Opening Accumulate Closing
Item losses from the on for purchase in sales in the Others
balance d changes in balance
changes in fair impair the current current
24
Offcn Education Technology Co., Ltd. 2021 Annual Report
value in fair value ment period period
current in
attributed to
period current
equity
period
Financial
assets
1.Transaction
al financial
assets
(excluding 1,191,656,173.26 -21,490,322.52 6,305,150,000.00 7,094,329,229.00 -4,000,000.00 376,986,621.74
derivative
financial
assets)
4. Other
equity 152,800,000.00 -22,400,000.00 130,400,000.00
investment
Sub-total of
financial 1,344,456,173.26 -21,490,322.52 -22,400,000.00 6,305,150,000.00 7,094,329,229.00 -4,000,000.00 507,386,621.74
assets
Total 1,344,456,173.26 -21,490,322.52 -22,400,000.00 6,305,150,000.00 7,094,329,229.00 -4,000,000.00 507,386,621.74
Financial
0.00 0.00
liabilities
Other changes
None
Whether the Company’s major assets measurement attributes have significant changes during the reporting period
□ Yes √ No
3. Assets with restricted rights as of the end of the reporting period
Unit: RMB
Item Book value at the end of the period Reasons for restriction
Monetary funds 84,800.00 Security deposit
Monetary funds 470,463.08 dormant account/without reconciliation
Total 555,263.08
Section VII. Analysis of Investments
1. General situation
√ Applicable □ Not applicable
Investment amount in the reporting Investment amount in the same period of the
Variation
period (RMB) previous year (RMB)
25
Offcn Education Technology Co., Ltd. 2021 Annual Report
7,079,571,718.12 43,223,486,027.58 -83.62%
2. Significant equity investment obtained during the reporting period
□Applicable √ Not applicable
3. Significant non-equity investment ongoing during the reporting period
√Applicable □ Not applicable
Unit: RMB yuan
Project Fushun Offcn Building Rizhao Learning City Changping Land Use Right Total
Investment method Self-built Self-built Self-built --
Whether it is a fixed asset Yes Yes Yes --
investment
Educational technology Educational technology Educational technology --
Industries involved in investment
development, service, development, service, development, service,
projects
cultural consulting cultural consulting cultural consulting
Amount of investment in this 16,812,207.39 63,725,345.88 2,494,150,000.00 2,574,687,
reporting period 553.27
Accumulated investment as of 157,099,898.91 63,725,345.88 3,097,058,000.00 3,317,883,
the 244.79
end of the reporting period
Sources of funds Self-owned funds Self-owned funds Self-owned funds --
Project progress 47.61% 6.37% 0.00% --
Estimated earning 0.00 0.00 0.00 0.00
Accumulated income as of the 0.00 0.00 0.00 0.00
end of the reporting period
Reasons for not meeting the Not completed yet Not completed yet Transferred --
planned progress and expected
income
4. Financial assets investment
（1）Securities investment
√ Applicable □ Not applicable
Unit: RMB yuan
Securiti Origina Accou Book Profits Accum Purcha Selling Profits Book Accou
Source
Securi Securiti es l nting value and ulated se amount and value nting
s of
ties es code abbrevi invest measur at the losses change amount for this losses at the subject
fund
ation ment ement beginni from s in fair for this period during end of s
26
Offcn Education Technology Co., Ltd. 2021 Annual Report
cost model ng of change value period the the
the s in fair include reporti period
period value d in ng
for the equity period
current
period
Huitianfu
Stable-prof
it Hybrid Transacti
Fair value
Securities 9,999,00 10,467,9 -468,953 9,999,00 735,926. onal Self-owne
Funds 010439 measurem 0.00 0.00 0.00
Fund with 0.00 53.10 .10 0.00 30 financial d funds
ent
one-year assets
holding
period
9,999,00 10,467,9 -468,953 9,999,00 735,926.
Total -- 0.00 0.00 0.00 -- --
0.00 53.10 .10 0.00 30
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 of the Company.
5. Use of raised funds
□ Applicable √ Not Applicable
There is no use of raised funds during the reporting period of the Company.
Section VIII. Sale of major assets and equity
1. Sale of major assets
□Applicable √ Not applicable
The Company did not sell any major assets during the reporting period.
2. Sale of major equity
√ Applicable □ Not applicable
Counterparty Beijing Shangheng Jirui Commercial Operation and Management Co., Ltd.
27
Offcn Education Technology Co., Ltd. 2021 Annual Report
51% equity of the Company’s wholly-owned subsidiary — Beijing Offcn Future
The amount of sold equity
Education Technology Co., Ltd.
Sale date October 12, 2021
Transaction value (RMB 10 thousand yuan) 5,100
Net profit contributed by the equity to the
Company from the beginning of the current
-5.08
period to the sale date (RMB 10 thousand
yuan)
The Company works with the subsidiary of the powerful Longfor Group to develop
the target company ’ s project by transferring the controlling interest of its
wholly-owned subsidiary. The Longfor side develops the residential land, while the
Company channels funds and efforts into the construction of public projects which is
connected with the main business. The cooperation prompts the establishment of the
Company's online technology R&D center, OMO education demonstration center,
R&D and teaching personnel integrated training center, national market vertical
integrated response command center and innovation education headquarters, which
will effectively improve the Company’s capacities of cluster R&D, mass production
and popularization of OMO products, vertical integrated fast response in national
Influence of the sale on the Company market, and agile innovation of all categories of products. Besides, the Company
plans to create a one-stop base for food, housing and learning which can
accommodate more than 5,000 students and provide them with OMO training, and
where can hold multiple rounds of intensive internal training in R&D and teaching
for over 30,000 teaching and R&D personnel. Upon completion, this new center,
which fully integrates with online technology, will systematically enhance the
Company's training capabilities for internal staff and students, accelerate the
thorough innovation and upgrade of technology, R&D, training, service, market and
command system in the industry, and strongly enhance the Company’s brand image
and establish competitive barrier, which are all in line with the Company's long-term
development strategy and the interests of all shareholders.
Proportion of net profit contributed by the
0
sale to the Company in the total net profit
Pricing principle of the equity sale Negotiation based on paid-in registered capital
Whether it is a related party transaction No
Relationship with the counterparty N/A
Whether the equity involved has been fully
Yes
transferred
Whether it is implemented on schedule or not.
If not, the reasons and the measures the Implemented on schedule
Company has taken should be stated.
28
Offcn Education Technology Co., Ltd. 2021 Annual Report
Disclosure date September 27, 2021
For details, please refer to the Announcement on the Transfer of Part of the
Disclosure index Wholly-owned Subsidiary’s Equity and Cooperative Development (No. 2021-061)
disclosed by the Company on www.cninfo.com.cn.
Section IX. Analysis of major holding and participating companies
√ Applicable □Not Applicable
Major subsidiaries and shareholding companies that affect the Company's net profit by more than 10%
Unit: RMB yuan
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 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 90,000,000.00
capital
Total assets 8,011,989,972.20
Net assets 955,658,207.14
Revenue 6,885,584,429.07
Operating -2,691,880,548.00
profit
Net profit -2,254,851,259.12
Acquisition and disposal of subsidiaries during the reporting period
√ Applicable □ Not Applicable
Method of acquisition and Impact on the overall
Company name disposal of subsidiaries business operations and
during the reporting period performance
1. Lu’an Yazhong Real Estate Information Consulting Co., Ltd. Acquisition No major impact
2. Lu’an Zhongke Real Estate Information Consulting Co., Ltd. Acquisition No major impact
29
Offcn Education Technology Co., Ltd. 2021 Annual Report
3. Wenling Offcn Information Consulting Co., Ltd. New establishment No major impact
4. Anshan Tiedong Offcn Education Training School Co., Ltd. New establishment No major impact
5. Diqing Offcn Training School Co., Ltd. New establishment No major impact
6. Dali Offcn Education Training School Co., Ltd. New establishment No major impact
7. Harbin Nangang Offcn Education Training School Co., Ltd. New establishment No major impact
8. Nujiang Offcn Training School Co., Ltd. New establishment No major impact
9. Weixi Offcn Education Training School Co., Ltd. New establishment No major impact
10. Beijing Offcn Century Education Technology Co., Ltd. New establishment No major impact
11. Beijing Offcn Future Education Technology Co., Ltd. Transferred No major impact
Major holding and participating companies
In 2021, the Company ’ s wholly-owned subsidiary, Beijing Offcn Education Technology Co., Ltd., achieved a revenue of RMB
6.8855844 billion yuan, a decrease of 38.43% from the previous year, and a net profit of RMB -2.2548513 billion yuan for the year, a
decrease of 196.39% from the previous year.
Section X. Structured entities controlled by the Company
□ Applicable √ Not Applicable
Section XI. Forecast of the Company’s future development
1. Trends of the industry’s future development
(1) The status of vocational education in education system is enhancing.
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 forward explicit requests for accelerating the construction of a
modern vocational education system, and cultivating more high-caliber technical and skilled professionals, thus
30
Offcn Education Technology Co., Ltd. 2021 Annual Report
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 10.76 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 for 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.
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.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Compared with public products such as infrastructure, public services are labor-intensive inputs, especially the
basic public services of local governments. A large number of employees can be hired while public service
capabilities are being improved. 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.
2. Strategic development direction of the Company
(1) Cement the leadership position in recruitment training market and take steady development as the
first priority
At present, the industry is facing major challenges due to the influence of pandemic and policies, but this does
not change our view on long-term trends. Urbanization, equalization of public services, the natural renewal of the
in-service staff in large scale and the stabilization of employment are the main trends of the economic and social
development, which means that the long-tail effect of the recruitment market will continue to strengthen. Under the
new industry context, the Company will innovate and optimize the products proactively, respond to the demand of
new-added employment more quickly and meet the demand more properly, transfer from the pursuit of high growth
to sustainable and sound development, balance business development and profitability and cement the leadership
position in recruitment training market
(2)Maintain effective R&D investment and strengthen the advantages of the leading vocational
education innovation platform.
R&D shall always be regarded as the fundamental driving force for all undertakings. The Company will
resolutely carry out long-term and heavy investment in R&D and attract outstanding talents to participate in R&D.
With R&D, the Company will drive innovation from the bottom level, make systematic improvement, break
through industry boundaries, and establish competition barriers, so as to perfect its current major businesses,
expand its new businesses, and remain to be a leading vocational education innovation platform.
(3)Further integration of technology and business for digital transformation of operations
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Years of accumulation of independent IT development is the Company ’ s valuable wealth, enabling the
Company to calmly cope with the new opportunities and challenges brought by the development of science and
technology. The Company will constantly increase investment in technology infrastructure and technical teams and
enhance responsiveness of technology through technological middle platform and agile development to expand
development output. On this basis, the Company will continue to accelerate digital transformation of operations and
fully integrate the productivity of technology with operation system to facilitate business innovation, and improve
the level of intelligence in operation and teaching, thus supporting vertical integrated fast response capability with a
wider range and on a larger scale.
(4) Cut out redundant categories and focus on core markets
The Change of the economic environment brought about by the pandemic has made the industry get real-life
insights, and treading in the deep water has given the Company a more objective understanding about itself. In
2022, the Company will conform to social consumption trends, streamline and refine businesses, cut out redundant
categories, focus on core categories including training for post-graduate entrance examination, IT and vocational
skill, improve standards of service quality, and take advantage of intelligent information system to develop
products that meet market demand.
(5) Optimize channels proactively and strengthen the core sectors
After years of business expansion, the Company has established more than 1,500 outlets and learning centers
and the channel networks have covered more than 300 cities across the country. Next, the Company will analyze
national market demand thoroughly and optimize the channel networks properly according to the business
development strategy. The Company will channel superior resources into strengthening the core sectors on the
premise that the stability of the business network main body is ensured.
3. Major business plan of the Company for 2022
(1) Rectify and reform proactively and seek the optimum balance between products, staff and channels
In the past three years, the volume of the Company has expanded quickly by taking the rapid-expansion
strategy, which has caused more difficulty for management, increased the operation cost of the Company
objectively and put more pressure on maintaining and increasing the whole profit margin. In 2022, under these
unfavorable operating conditions, the Company will rectify and reform proactively. It will control the number of
the staff in a reasonable scale and concentrate efforts on optimizing performance incentive policies. It will take
effective measures to adjust and optimize the structure and channels of products in accordance with the changes of
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Offcn Education Technology Co., Ltd. 2021 Annual Report
users ’ demand and market and focus on the management and control of cost. By seeking the optimum balance
between products, staff and channels, the Company may reverse the decline trend of performance and promote its
steady and sound development.
(2) Optimize the product structure and underline quality and profitability
The Company has been regarding steady and sound operation as the bottom line. Due to the intensified market
competition, to stabilize the market share, and to facilitate the new channels and outlets expanding their local
markets, the Company’s product structure became unbalanced. This year, the Company will optimize the product
structure timely, lower the proportion of the high-tuition-refund agreement courses, refine the product quality and
innovate the service model according to the demand of market and trainees to improve the operating profitability
and performance in the post-pandemic era.
(3) Continue to further the Online-Merge-Offline business
In 2022, the Company will increase investment in online business and OMO business. Based on years of
digital penetration of the main course products, the Company will further expand the leading advantages of OMO
courses, so that more trainees can obtain the convenience of online learning and the effectiveness of face-to-face
learning at the same time, thus rapidly increasing the number of learners and the rate of participation.
(4) Implement Amoeba management to streamline production mechanism and stimulate impetus for
cost decreasing and benefit increasing from bottom to top
In 2022, the Company will deepen the management reform and implement Amoeba management thoroughly
to streamline production mechanism. Based on value creation and profit assessment, the Company will carry out
delicacy operation in every project and sub-center, optimize the human resources structure and improve vertical
integrated fast response capabilities to meet the new development requirements for the implementation of the
Company’s strategy.
(5) Steadily explore new businesses and expand the scale of vocational skills training business
In 2022, the Company will continue to explore new business of vocational education and establish vocational
education department. Apart from integrating internal resources, the Company will cooperate with government,
enterprises and colleges to carry out explorations in AI, digital economy, convergence media, cultural and creative
industries characterized by digitization, intelligent manufacturing, intelligent aviation and other industries and tap
the full potential of the existing resources to find new growth points. At the same time, the Company launches a
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Offcn Education Technology Co., Ltd. 2021 Annual Report
career promotion platform for extensive professions to provide training services for part-time jobs, advancement of
vocational skill and certificate exams by new training models such as “Internet +” and “Intelligence +” to meet
the training demand of the high-quality professional skilled personnel in the context of new technologies, new
industries, new business forms and new models and improve the employment and entrepreneurial ability of college
students and young talents, enhance the re-employment capability of ordinary laborers after post transfer, and
popularize the general vocational qualities and digital skills. By the thorough implementation of professional skill
improvement measures, the Company can seize the opportunity when flexible employment is supported by the
government and the demand for skills training soars.
4. Possible Risks
(1)Industry Policy Risks
The boom of the vocational education industry has a high correlation with the policy environment, and is
easily influenced by the vocational education policy. 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. However, it will take time for the corresponding supporting laws, regulations and rules to be fully
implemented, and there is still a certain degree of uncertainty in the future. If there are major changes and
adjustments to relevant laws, regulations or industrial policies in the future, it may have an impact on the
development trend of the vocational education industry, which may affect the Company ’ s future business
development and performance. In addition, the Company has many branches and wide distribution of training
venues. It is not ruled out that in the future, relevant regulatory authorities 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: Each branch of the Company has established a tracking research policy team to conduct
in-depth analysis of various policies that have been issued. At the same time, the Company’s deep IT independent
development and accumulated strength and effective digital transformation of operations simultaneously ensure the
efficiency of information feedback. Through the upgrading and transforming of basic systems such as ERP, CRM,
and teaching platforms, it is possible to obtain, perceive and predict the direction and trend of relevant policy
changes in various places in a timely manner, make arrangements and adjustments in advance, avoid relevant
policy risks, and take advantage of industry policies to help the Company’s business development.
(2) Market Risks
With the policy support from the government, the industry of vocational education is expected to continue to
keep prosperous, which will result in more capital inflow into the industry and ever more intense market
competition. At the same time, the continuous recurrence of the Covid-19 has put our country ’ s economic
35
Offcn Education Technology Co., Ltd. 2021 Annual Report
development under the triple pressures of shrinking demand, supply shock and weakening expectations. Although
the promotion of taking vaccines of Covid-19 in all parts of the country has laid a foundation for economic
recovery, consumer confidence has dropped significantly compared with that in the pre-pandemic period, their
willingness to spend is low and the demand for training has shrunk dramatically. Therefore, in the long run, the
market demand will still be on a growing trend, but it cannot be ruled out that in the short term, it will decline due
to various factors, which will affect the students’ enthusiasm to take part in exams and lead to a decline in market
demand.
Risk response: In response to the above risks, the Company will continue to maintain effective investment in
research and development, and also in technology infrastructure and technical teams to integrate the productivity of
technology into the business system and promote business innovation and the quality of products and services. The
Company will optimize the product structure timely, refine the product quality and innovate the service
model according to the demand of market and trainees, to improve the operating profitability. At the
same time, based on the operating conditions, the Company will seek the optimum balance between
products, staff and channels and strengthen the control over cost to enhance the Company’s capability
of fighting against market risks.
(3)Management Risks
With the continuous expansion of the Company’s business categories and branches, the Company must face
the risk of mismatch between expansion and management capabilities. Costs such as venue leasing and labor have
continued to increase, and the pursuit of rapid development has led to a decline in the current profit level and profit
margin. At the same time, there are recurrences of the pandemic in some parts of the country, which result in that
offline training cannot be carried out smoothly in some areas. In addition, influenced by the pandemic, the
recruitment exams of public service in some areas were put off or canceled, contributing to the decline of training
demand. If the pandemic worsens or spreads further in the future, it may have a material adverse impact on the
Company’s operating performance.
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 conform to the Company’s business
expansion strategy. The Company attaches importance to talent reserves, makes arrangements in advance, and
promotes the realization of growth expectations for new categories. The Company will continue to invest in online
business and OMO business and promote the integration of offline and online business to alleviate the shock of the
pandemic.
Section XII. Reception of research, communication, interview and other activities
36
Offcn Education Technology Co., Ltd. 2021 Annual Report
√ Applicable □ Not Applicable
Type of Discussion
Ways of Index of the
Date Place reception Reception object content and the
reception survey
object materials provided
173 people from 88 public
offering institutions,
private placement
agencies and investors,
such as Bank of
Communications
Schroeder, E Fund,
Invesco Great Wall,
Fullgoal Fund, Interpretation of Record form of
Perseverance Asset the Company's investor relations
Management, semi-annual activity disclosed
AEGON-Industrial Fund, performance in by the Company
Jul. 16, 2021 - Telephone Others
Bank of China Investment 2020 and on
Management, Southern introduction of the www.cninfo.com
Asset Management, business .cn on Jul. 16,
Bosera Funds, AIA, development 2021
Harvest Fund, Dacheng
Fund, Manulife TEDA,
Penghua Fund, Western
Leadbank, HSBC Jintrust,
ABC-CA Fund,
BlackRock, Fidelity,
Infore Capital
Management, and Barings.
Chapter 4 Corporate Governance
Section I. Basic Information of Corporate Governance
During the reporting period, in strict accordance with relevant laws and regulations, and rules and regulatory
documents from supervision authorities, i.e. Company Law, Securities Law, Code of Corporate Governance for
Listed Companies in China, Stock Listing Rules of Shenzhen Stock Exchange, and Listed Companies
Self-Regulatory Guidelines No.1 — Standardized Operation of the Listed Companies on Main Board, the
Company, based on its actual situation, consistently improved its corporate governance structure and internal
control system, and enhanced the level of corporate governance. The Company ’ s overall operation, corporate
governance system and information disclosure were sound and standardized. The actual conditions of corporate
37
Offcn Education Technology Co., Ltd. 2021 Annual Report
governance met the requirements of the regulatory documents with respect to the corporate governance of listed
companies issued by CSRC.
1. Shareholders and the Shareholders’ General Meeting
In strict accordance with Articles of Corporation and Rules of Procedure for Shareholders’ General Meeting
as well as other applicable regulations and requirements, the Company standardized the gathering, convening,
deliberations and voting procedures of its shareholders’ general meetings and hired legal advisers to issue legal
opinions for the shareholders ’ general meetings. The Company treats all shareholders equally and especially
ensures that the minority shareholders enjoy equal status. During the reporting period, the Company convened two
shareholders’ general meetings in total, and all resolutions of the shareholders’ general meetings were faithfully
implemented by the board of directors.
2. The relationship between the Company and the controlling shareholders
The controlling shareholders of the Company exercised the rights and obligations of the investors in strict
accordance with Company Law. During the reporting period, there was neither any direct or indirect interference
with the Company’s decision-making and operations beyond the Shareholders’ General Meeting by the controlling
shareholders nor a situation where the controlling shareholders damaged the legitimate rights and interests of other
shareholders of the Company. There wasn ’ t any guarantee provided by the listed Company for the controlling
shareholders or their subsidiaries.
3. Directors and the Board of Directors
The Company elected candidates for the Board of Directors in strict accordance with relevant laws and
regulations i.e. Company Law and Articles of Corporation. The number of directors and composition of the Board
of Directors met the requirements of laws and regulations. The Board of Directors of the Company convened Board
sessions in strict accordance with the relevant provisions of Articles of Corporation, Regulations of Appointment
and Proceedings for Independent Directors and Rules of Procedure for the Board of Directors. All directors of the
Company attended the Board sessions on time, fulfilled their duties diligently, scrupulously reviewed various
proposals and made scientific and reasonable decisions on major matters of the Company to effectively safeguard
the interests of the Company and the legitimate rights and interests of all shareholders. Under the Board of
Directors of the Company are four professional committees: Strategy and Investment Committee, Nomination
Committee, Audit Committee and Remuneration and Appraisal Committee. With clearly defined powers and
responsibilities and effective operations, each committee gave full play to its professional functions and provided
scientific and professional opinions for the decision-making of the Board of Directors.
4. Supervisors and the Supervisory Committee
The Company elected candidates for the Supervisory Committee in strict accordance with relevant laws and
regulations i.e. Company Law and Articles of Corporation. The number of supervisors and composition of the
Supervisory Committee met the requirements of laws and regulations. The Supervisory Committee of the Company
convened its sessions in strict accordance with the relevant provisions of Articles of Corporation, Rules of
Procedure for the Supervisory Committee, and other related regulations. All supervisors of the Company attended
38
Offcn Education Technology Co., Ltd. 2021 Annual Report
the supervisory sessions on time, fulfilled their duties faithfully, provided supervision and opinions for major issues,
financial status, etc., and safeguarded the legitimate rights and interests of the Company and shareholders.
5. Relevant stakeholders
The Company fully respects and safeguards the legitimate rights and interests of relevant stakeholders,
constantly strengthens the awareness of social responsibility and enhances communication with all parties to
coordinate and balance the interests of the society, government, shareholders, the Company itself, and its
employees. The Company adheres to the principle of mutual benefits and win-win results with relevant
stakeholders and jointly promotes the Company’s harmonious, steady and sound development.
6. Information disclosure and transparency
In strict accordance with the requirements of Regulations Concerning Information Disclosure Management,
Regulations Concerning Investors Relations Management and Regulations of Registration and Management System
on Learners of Insider Information, the Company designates the Secretary of the Board to be responsible for
information disclosure, receiving shareholders’ visits and consultations and to disclose the relevant information in
an authentic, accurate, complete, timely and fair manner in accordance with relevant regulations so as to ensure that
all shareholders of the Company can have equal access to the information.
7. Performance appraisal and incentives
During the reporting period, the Company constantly improved working performance evaluation system and
incentive mechanism. The appointment and remuneration of the Company ’ s directors, supervisors and senior
executives were open and transparent, which met the requirements of relevant laws and regulations. The Company
regularly and comprehensively evaluated employees ’ working skills, values and their recognition of corporate
culture by an evaluation method based on quantitative indicators of performance and qualitative standards to ensure
that both the work results and growth of employees were given attention to.
8. Investor relations management
During the reporting period, the Company constantly strengthened the management of investor relations and
safeguarded the legitimate rights and interests of the Company ’ s shareholders. The Company designates the
Secretary of the Board as the head of investor relations management to organize and implement the daily
management of investor relations, and promptly answer investors ’ questions through phone calls, emails,
interactive platform and online briefings of business performance, which ensures that all the investors have equal
access to the Company’s information and fully guarantees investors’ rights to know.
Are there any material differences between the Company ’ s actual governance status and the laws,
administrative regulations and rules on the governance of listed companies issued by CSRC?
□ Yes √ No
There is no material difference between the Company’s actual governance status and the laws, administrative
regulations and rules on the governance of listed companies issued by CSRC.
Section II. Details of the Company ’s separation from its controlling shareholders and actual
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Offcn Education Technology Co., Ltd. 2021 Annual Report
controllers to ensure the Company’s independence on assets, personnel, finance, organization
and business affairs
The Company standardized its operation, established and improved corporate governance structure in strict
accordance with Company Law, Securities Law, Articles of Corporation, and other relevant laws and regulations.
The Company is independent in business, personnel, assets, organization and finance affairs from the controlling
shareholders, actual controllers and other enterprises under their control, and is capable of operating independently
with its complete and independent business.
1. Business independence: With independent and complete business structure, the Company is capable of
running market-oriented business independently. There is no horizontal competition among the Company,
controlling shareholders, and other enterprises under their control.
2. Personnel independence: The Company has independent personnel. It has set up various independent
departments, including R&D, sales, administration, finance and operation management divisions, and established
independent human resources and payroll management system. The directors, supervisors and senior executives of
the Company do not hold any posts prohibited by regulations in other companies with the same or similar business
to the Company’s.
3. Assets Completeness: The property relations between the Company and the controlling shareholders are
clear. No assets, funds, or other resources owned by the Company are illegally occupied or controlled by the
controlling shareholders.
4. Institutional independence: The Company has set up a sound organization system. General Meeting of
Shareholders, Board of Directors, Supervisory Committee, management and all the functional departments operate
independently from each other. The Company as well established corresponding internal management and control
system to make each department have clearly defined responsibilities, perform its own duties and cooperate with
each other, thus composing an organic whole and guaranteeing the legal operation of the Company. There is no
subordinate relationship between the Company ’ s institutions and the functional departments of the controlling
shareholders.
5. Financial independence: The Company has set up complete and independent financial department equipped
with adequate full-time financial accountants, established independent accounting calculation system and financial
management system, and independently opened bank accounts, paid taxes and made financial decisions. There is
no interference from the controlling shareholders in the financial management of the Company.
Section III. Horizontal Competition
□ Applicable √ Not applicable
Section IV. Annual general meeting and extraordinary general meetings convened during the
reporting period
1. Particulars about the shareholders’ general meeting during the reporting period
Investor Convening Disclosure
Session Type Resolution
Participation % date date
40
Offcn Education Technology Co., Ltd. 2021 Annual Report
For details, refer to the
2021 First
Announcement on Resolutions of the First
Extraordinary Extraordinary January 25, January 26,
78.68% Extraordinary General Meeting of 2021
General General Meeting 2021 2021
(No. 2021-004) disclosed on
Meeting
www.cninfo.com.cn.
For details, refer to the Announcement on
2020 Annual
Annual General June 15, June 16, Resolutions of the Annual General Meeting
General 80.10%
Meeting 2021 2021 of 2020 (No. 2021-044) disclosed on
Meeting
www.cninfo.com.cn.
2. Extraordinary general meetings requested by preferred shareholders with restored voting rights:
□ Applicable √ Not applicable
Section V. Directors, supervisors and senior executives of the Company
1. Basic information
Quantity Quantity
Shares Other Quantity
of shares of shares Reasons
held at the increased of shares
increased decreased for
Tenure Start date beginning or held at the
Name Title Gender Age End date in the in the increase or
status of the decreased end of the
current current decrease
period changes period
period period of shares
(share) (share) (share)
(share) (share)
Chairman
Li February 1, January 27, 1,131,41 1,131,41
of the Incumbent Male 46
Yongxin 2019 2025 5,121 5,121
Board
Director, Reduce
Wang February 1, January 27, 962,471, 109,586, 852,885,
general Incumbent Male 46 shareholdi
Zhendong 2019 2025 418 000 418
manager ng
February 1, January 27,
Shi Lei Director Incumbent Male 46
2019 2025
February 1, January 27,
Yi Ziting Director Incumbent Female 48
2019 2025
Wang Independe February 1, January 28,
Incumbent Male 45
Qiang nt director 2019 2022
Independe February 1, January 28,
Tong Yan Incumbent Female 45
nt director 2019 2022
Zhang Independe February 1, January 27,
Incumbent Male 44
Xuanming nt director 2019 2025
Yu Chairman July 22, January 27,
Incumbent Female 56
Hongwei of the 2019 2025
41
Offcn Education Technology Co., Ltd. 2021 Annual Report
Supervisor
y
Committee
February 1, January 27,
He Di Supervisor Incumbent Male 45
2019 2025
February 1, January 27,
Li Wen Supervisor Incumbent Female 43
2019 2025
Deputy
Wang February 1, January 28,
general Incumbent Male 59
Xuejun 2019 2022
manager
Deputy
February 1, January 27,
He Youli general Incumbent Male 47
2019 2025
manager
Chief
February 1, January 27,
Luo Xue Financial Incumbent Male 54
2019 2025
Officer
Secretary
of the
Gui Board, February 1, January 27,
Incumbent Male 51
Hongzhi deputy 2019 2025
general
manager
2,093,88 109,586, 1,984,30
Total -- -- -- -- -- -- 0 0 --
6,539 000 0,539
During the reporting period, is there any resignation of directors and supervisors or dismissal of senior executives
during their term of office?
□ Yes √ No
Changes of directors, supervisors, and senior executives
□ Applicable √ Not applicable
2. Resumes of key personnel
The professional background, main working experience and their main duties in the Company of current directors,
supervisors, and senior executives.
(1)Directors and independent directors
Mr. Li Yongxin, born in 1976, is a Chinese citizen and has no permanent residency abroad. He received his
bachelor’s degree in law from the Department of Political Science and Public Administration, Peking University in
1999. Mr. Li founded his own company in education industry in the same year and started to focus his business on
training for public service recruitment examination in the year of 2000. Up to now, he has accumulated nearly 20
years of experience in R&D, teaching and business management in the field of training for public service
42
Offcn Education Technology Co., Ltd. 2021 Annual Report
recruitment. From 2005 to 2010, he served as the general manager of Beijing Offcn Online Education Technology
Co., Ltd. From 2010 to November 2015, he was the president of Beijing Offcn Future Education Consultancy Co.,
Ltd. From November 2015 to December 2018, he served as the Chairman of Board of Beijing Offcn Education
Technology Stock Co., Ltd. From December 2018 to present, he has served as the Chairman of Board of Beijing
Offcn Education Technology Co., Ltd. From February 2019 to present, he has served as the Chairman of Board of
Offcn Education Technology Stock Co., Ltd.
Mr. Wang Zhendong, born in 1976, is a Chinese citizen and has no permanent residency abroad. He received
his bachelor’s degree in law from the Department of Political Science and Public Administration, Peking University
in 1999. In the year of 2001, Mr. Wang Zhendong started his career in education industry. From 2005 to 2010, he
was in charge of the internal operation and management of Beijing Offcn Online Education Technology Co., Ltd.
From 2010 to November 2015, he served as the executive director and general manager of Beijing Offcn Future
Education Consultancy Co., Ltd. From November 2015 to December 2018, he was the director and general
manager of Beijing Offcn Education Technology Stock Co., Ltd. From December 2018 to present, he has served as
the director and general manager of Beijing Offcn Education Technology Co., Ltd. From February 2019 to present,
he has served as the director and general manager of Offcn Education Technology Stock Co., Ltd.
Mr. Shi Lei, born in 1976, is a Chinese citizen and has no permanent residency abroad. He started his career
in education industry in the year of 1999. From 2005 to 2010, he was in charge of marketing operations and
management of Beijing Offcn Online Education Technology Co., Ltd. From 2010 to November 2015, he was the
vice president of Beijing Offcn Future Education Consultancy Co., Ltd. From November 2015 to December 2018,
he served as a director, the Chief Financial Officer and secretary of the Board of Beijing Offcn Education
Technology Stock Co., Ltd. From December 2018 to present, he has served as a director of Beijing Offcn Education
Technology Co., Ltd. From February 2019 to present, he has served as a director of Offcn Education Technology
Stock Co., Ltd.
Ms. Yi Ziting, born in 1974, is a Chinese citizen and has no permanent residency abroad. She has a master’s
degree. Ms. Yi Ziting switched her career path to education industry in the year of 2011. From 1994 to 2004, she
served successively as a technician and an assistant engineer in Zhuzhou Smelting Group Co., Ltd. From 2007 to
2011, she was the head of legal department of China Crop Protection Industry Association (CCPIA). Starting from
2011, Ms. Yi Ziting has been successively holding the posts of head of Teaching Evaluation and Management
Committee, assistant president, and associate president of Beijing Offcn Future Education Consultancy Co., Ltd.
From November 2015 to December 2018, she served as a director of Beijing Offcn Education Technology Stock
43
Offcn Education Technology Co., Ltd. 2021 Annual Report
Co., Ltd. From December 2018 to present, she has served as the chairman of the Supervisory Committee of Beijing
Offcn Education Technology Co., Ltd. From February 2019 to present, she has served as a director of Offcn
Education Technology Stock Co., Ltd.
Ms. Chen Yuqin, born in 1965, is a Chinese citizen and has no permanent residency abroad. She is a senior
economist and a member of CPC. She got a bachelor’s degree in economics from Renmin University of China as a
full-time student and was an on-the-job graduate student in Tsinghua University. From August 1987 to March 1992,
she worked as a teacher in Tsinghua University. From April 1992 to August 2005, she worked in a state-owned
bank, and served successively as the deputy department manager of the sub-branch (in charge of work), the
department manager (credit approver and the office director of the Risk Management and Internal Control
Committee), the sub-branch manager (and the Party branch secretary). From August 2005 to December 2020, She
worked in the joint-stock bank, and served successively as a full-time approver in the branch, assistant manager of
the sub-branch (in charge of work), manager of the sub-branch (and the Party branch secretary) and etc. She retired
at the end of December 2020. From August 4, 2021 to present, she has been working as a non-independent director
of Hengxin Shambala Culture Co., Ltd. From January 2022 to present, she has been serving as an independent
director of Offcn Education Technology Stock Co., Ltd.
Mr. Jiang Tao, born in 1974, is a Chinese citizen and has no permanent residency abroad, a postdoctor in
economics from Sichuan University. He is currently an associate professor of Southwestern University of Finance
and Economics, deputy director of the Finance Department of Accounting Institute, and financial consultant for
Sichuan Trade Petroleum Energy Co., Ltd. and Doppler Elevator Co., Ltd. From September 2020 to present, he has
been serving as an independent director of Chengdu Xinzhu Road & Bridge Machinery Co., Ltd. From January
2022 to present, he has been serving as an independent director of Offcn Education Technology Stock Co., Ltd.
Mr. Zhang Xuanming, born in 1978, is a Chinese citizen and has no permanent residency abroad. He has a
master ’ s degree and is qualified as a Chinese lawyer. From 2003 to 2005, he worked as a full-time lawyer in
Beijing Weizheng Law Firm. From 2005 to 2010, he was a partner of Beijing Hechuan Law Firm. From April 2017
to present, he has served as the director of Beijing Meixin Law Firm. From July 2013 to present, he has served as a
supervisor of Tongling Friendship Real Estate Co., Ltd. From October 2015 to present, he has served as a
supervisor of Hebei Xinmiao Tourism Development Co., Ltd. From February 2019 to present, he has served as an
independent director of Offcn Education Technology Stock Co., Ltd.
(2)Supervisors
Ms. Yu Hongwei, born in 1966, is a Chinese citizen and has no permanent residency abroad. She has a
44
Offcn Education Technology Co., Ltd. 2021 Annual Report
bachelor’s degree. From 1985 to 1995, Ms. Yu Hongwei served as a Naval Officer. From 1995 to 2002, she was the
chief representative of GATX Beijing Office. From 2002 to 2008, she served as the administrative director of the
Zhuoyue College in the University of International Business and Economics. From 2008 to 2013, she worked for
the Chinese Academy of Science as the director of Senior Talents Department in the Personnel Exchange and
Development Center, then as the deputy Party secretary, and chairman of Trade Union. From 2013 to October 2015,
Ms. Yu Hongwei served as a department director of Beijing Offcn Future Education Consultancy Co., Ltd. From
November 2015 to December 2018, she successively held the posts of department director, the secretary of Party
Branch and the secretary of Party Committee of Beijing Offcn Education Technology Stock Co.,Ltd. From
December 2018 to present, she has served as the secretary of Party Committee of Beijing Offcn Education
Technology Co., Ltd. From July 2019 to present, she has served as the Chairman of the Supervisory Committee of
Offcn Education Technology Stock Co., Ltd.
Mr. He Di, born in 1977, is a Chinese citizen and has no permanent residency abroad. He received a bachelor’s
degree. From 2010, he served as an assistant president of Beijing Offcn Future Education Consultancy Co., Ltd.
From November 2015 to December 2018, he worked as a supervisor of Beijing Offcn Education Technology Stock
Co.,Ltd. From December 2018 to present, he has served as a supervisor of Beijing Offcn Education Technology Co.,
Ltd. From February 2019 to present, he has served as a supervisor of Offcn Education Technology Stock Co., Ltd.
Ms. Li Wen, born in 1979, is a Chinese citizen and has no permanent residency abroad. She owns a master’s
degree and is qualified as a Chinese lawyer. She started her journey in education industry in the year of 2007. From
2007 to 2010, she worked as a teacher and R&D staff in Beijing Offcn Online Education Technology Co., Ltd.
Starting from 2010, she firstly served as a teacher, then the dean’s assistant and successively the dean of Interview
Training Department in Offcn Ltd. From November 2015 to December 2018, she served as the supervisor
representing employees of Beijing Offcn Education Technology Stock Co., Ltd. From December 2018 to present,
she has served as a supervisor of Beijing Offcn Education Technology Co., Ltd. From February 2019 to present, she
has served as a supervisor of Offcn Education Technology Stock Co., Ltd.
(3)Senior Executives
Please see the above for Mr. Wang Zhendong’s resume.
Mr. He Youli, born in 1975, is a Chinese citizen and has no permanent residency abroad. He started working
in education industry in the year of 1999. From 2005 to 2010, he was in charge of marketing operations of Beijing
Offcn Online Education Technology Co., Ltd. From 2010 to November 2015, he served as an assistant president
and successively the vice president of Beijing Offcn Future Education Consultancy Co., Ltd. From November 2015
to December 2018, he was employed as the deputy general manager of Beijing Offcn Education Technology Stock
45
Offcn Education Technology Co., Ltd. 2021 Annual Report
Co.,Ltd. From December 2018 to present, he has served as the deputy general manager of Beijing Offcn Education
Technology Co., Ltd. From February 2019 to present, he has served as the deputy general manager of Offcn
Education Technology Stock Co., Ltd.
Mr. Luo Xue, born in 1968, is a Chinese citizen and has no permanent residency abroad. He owns a bachelor’
s degree and is a certified public accountant, a registered asset appraiser and an intermediate accountant. From July
1991 to September 2000, he worked at the Zhongyuan Oil Field of Sinopec. From October 2000 to January 2011,
he was successively employed by Beijing Pan-China CPA Ltd., Deloitte Touche Tohmatsu CPA Ltd. and Reanda
Certified Public Accountants LLP, where he held the posts from audit manager to technical partner. From February
2011 to August 2014, he served as the financial director and secretary of the Board of Cortech Drilling Equipment
Ltd. From August 2014 to December 2016, he was employed as the CFO of LandOcean Energy Services Co., Ltd.
From 2017 to December 2018, he was the head of the financial department of Beijing Offcn Education Technology
Stock Co., Ltd. From February 2019 to present, he has served as the financial director of Offcn Education
Technology Stock Co., Ltd.
Mr. Gui Hongzhi, born in 1971, is a Chinese citizen and has no permanent residency abroad. He owns an
MBA degree. From April 2003 to August 2006, he worked at the CRED Holding Co., Ltd. as the manager of
Securities Department. In the same company, he served as the deputy general manager and secretary of the Board
from August 2006 to July 2015. From September 2015 to December 2018, he was employed as head of Securities
Affairs Department by Beijing Offcn Education Technology Stock Co., Ltd. From February 2019 to present, he has
served as the deputy general manager and secretary of the Board of Offcn Education Technology Stock Co., Ltd.
Positions held in shareholders entities:
√ Applicable □ Not applicable
Receiving payment
Position in the Start End
Name Name of the shareholder entity from the shareholder
shareholder entity date date
entity or not?
Beijing Offcn Future Information April
To
Wang Zhendong Consulting Center (Limited Executive Partner 10, N/A
date
Partnership) 2018
Particulars about holding
position in shareholders None
entities
Employment in other companies
√ Applicable □ Not applicable
Receiving
Positions held
payment
Name Name of the company in the Start date End date
company from the
company or
46
Offcn Education Technology Co., Ltd. 2021 Annual Report
not?
Beijing Offcn Education Technology Co., Chairman of
Li Yongxin December 27, 2018 To date Yes
Ltd the Board
President of
Li Yongxin Kunming Wuhua Offcn Training School January 18, 2015 To date N/A
the council
Li Yongxin Beijing Offcn Future Group Co., Ltd. Supervisor June 13, 2019 To date N/A
Yanyuan Alumni Investment Management
Li Yongxin Supervisor January 21, 2019 To date N/A
Co., Ltd.
President of
Li Yongxin Beijing Haidian Offcn Training School July 22, 2009 To date N/A
the council
Beijing Haidian Baoquan Financial President of
Li Yongxin May 19, 2014 To date N/A
Training Center the council
Chairman of
Li Yongxin Urumqi Shayibake Offcn Training Center January 13, 2014 To date N/A
the Board
Beijing Offcn Education Technology Co.,
Shi Lei Director December 27, 2018 To date Yes
Ltd
Hainan Huiyou Film&TV Technology
Shi Lei Director March 10, 2017 To date N/A
Co., Ltd.
Taiyuan Hi-Tech Zone Offcn Training Council
Shi Lei March 4, 2013 To date N/A
School member
Council
Shi Lei Urumqi Shayibake Offcn Training Center January 13, 2014 To date N/A
member
Guangxi Oriental Dreamland
Shi Lei Director February 24, 2021 To date N/A
Tourism&Healthcare Investment Co., Ltd.
Wang Beijing Offcn Education Technology Co.,
Director December 27, 2018 To date Yes
Zhendong Ltd.
Wang Beijing Offcn Future Education
Director March 25, 2020 To date N/A
Zhendong Technology Co., Ltd
Executive
Wang Lu’an Yazhong Real Estate Information director and
January 10, 2022 To date N/A
Zhendong Consulting Co., Ltd. general
manager
Executive
Wang Lu’an Zhongke Real Estate Information director and
January 10, 2022 To date N/A
Zhendong Consulting Co., Ltd. general
manager
Executive
Wang Beijing Offcn Century Education
director and November 11, 2021 To date N/A
Zhendong Technology Co., Ltd
general
47
Offcn Education Technology Co., Ltd. 2021 Annual Report
manager
Wang Beijing Xindezhiyuan Enterprise
Supervisor August 6, 2014 To date N/A
Zhendong Management Consultancy Co., Ltd.
Wang Beijing Offcn Xinzhiyu Network
Supervisor May 8, 2012 To date N/A
Zhendong Technology Co., Ltd.
Executive
Wang Beijing Offcn Future Research Education director and
December 4, 2020 To date N/A
Zhendong Technology Co., Ltd. general
manager
Wang Taiyuan Hi-Tech Zone Offcn Training President of
March 4, 2013 To date N/A
Zhendong School the council
Wang President of
Tangshan Lunan Offcn Training School March 1, 2013 To date N/A
Zhendong the council
Wang Council
Urumqi Shayibake Offcn Training Center January 13, 2014 To date N/A
Zhendong member
Shanghai Yuqinyangde Information
Chen Yuqin Supervisor March 15, 2021 To date Yes
Technology Consulting Co., Ltd.
Chen Yuqin Hengxin Shambala Culture Co., Ltd. Director August 5, 2021 To date Yes
Chengdu Xinzhu Road & Bridge Independent
Jiang Tao October 16, 2019 To date Yes
Machinery Co., Ltd. director
Southwestern University of Finance and
Jiang Tao Professor September 1, 2008 To date Yes
Economics
Tong Yan Beijing Institute of Technology Professor July 01, 2016 To date Yes
Independent
Tong Yan Hebei Jinniu Chemical Industry Co., Ltd. March 16, 2016 To date Yes
director
Beijing Interactive Network Technology Independent
Tong Yan October 25, 2019 To date Yes
Co., Ltd. director
Independent
Tong Yan China Fund Management Co., Ltd. July 16, 2020 To date Yes
director
Financial Street Property Management Independent
Tong Yan June 9, 2020 To date Yes
Co., Ltd. director
Beijing Offcn Education Technology Co.,
He Di Supervisor December 27, 2018 To date Yes
Ltd
Beijing Offcn Future Education
He Di Supervisor March 25, 2020 To date N/A
Technology Co., Ltd.
Tianjin Hexi Offcn Training School Co.,
He Di Director July 15, 2019 To date N/A
Ltd.
He Di Yuxi Offcn Training School Co., Ltd. Director December 24, 2018 To date N/A
48
Offcn Education Technology Co., Ltd. 2021 Annual Report
Lu’an Yazhong Real Estate Information
He Di Supervisor January 10, 2022 To date N/A
Consulting Co., Ltd.
Lu’an Zhongke Real Estate Information
He Di Supervisor January 10, 2022 To date N/A
Consulting Co., Ltd.
Beijing Offcn Century Education
He Di Supervisor November 11, 2021 To date N/A
Technology Co., Ltd.
Beijing Offcn Future Research Education
He Di Supervisor December 4, 2020 To date N/A
Technology Co., Ltd.
Zhang Hebei Xinmiao Tourism Development
Supervisor October 28, 2015 To date Yes
Xuanming Co., Ltd
Chairman of
Beijing Offcn Education Technology Co., the
Yi Ziting December 27, 2018 To date Yes
Ltd Supervisory
Committee
Beijing Offcn Education Technology Co.,
Li Wen Supervisor December 27, 2018 To date Yes
Ltd
Particulars
about holding
positions in None
other
companies
Details of penalties in the past three years from securities regulatory institutions to directors, supervisors, and
senior executives who are currently holding the positions in the Company and those who had resigned from the
Company during the reporting period
√ Applicable □ Not applicable
On December 25, 2021, the Company was filed and investigated by China Securities Regulatory Commission
(CSRC) on suspicion of failing to disclose related party transaction information and violating the laws and
regulations of information disclosure. On April 27, 2022, the relevant parties received the official Decision of
Administrative Penalty. Due to the Company ’ s failure to truthfully disclose related-party relationships and
related-party transactions as required, the Anhui Securities Regulatory Bureau of the CSRC decided to give a
warning to and impose a fine of RMB 2 million yuan on the Company’s Chairman of the Board of Directors Li
Yongxin and Director Shi Lei respectively, give a warning to and impose a fine of RMB 1 million yuan on Wang
Zhendong, the Director and General Manager of the Company, and give a warning to and impose a fine of RMB
0.5 million yuan on the Company’s CFO Luo Xue and the Secretary of the Board Gui Hongzhi respectively.
3. Remuneration for directors, supervisors and senior executives
The decision-making procedure, determination basis and actual payment of remuneration for directors, supervisors
49
Offcn Education Technology Co., Ltd. 2021 Annual Report
and senior executives
In order to further improve the remuneration system for the Company ’ s directors, supervisors, and senior
executives, and fully motivate the enthusiasm for work of the Company ’ s directors, supervisors, and senior
executives, the Company formulated the Regulations of Remuneration System of Directors, Supervisors, and Senior
Executives. On June 15, 2021, the shareholders’ meeting reviewed and approved the Proposal on Determining the
Remuneration Plan in the year of 2021 for Directors, Supervisors and Senior Executives of the Company, which
further clarified the remuneration plan for directors, supervisors and senior executives. The allowances for
independent directors are issued quarterly. The Company does not provide additional allowances for internal
directors or internal supervisors. The remuneration of the Company ’s internal directors, internal supervisors and
senior executives is issued according to the Company’s salary system.
Remuneration of directors, supervisors, senior executives during the reporting period:
Unit: RMB 10 thousand
Whether gained
Total before-tax
remuneration
remuneration
Name Position Gender Age Tenure Status from the related
gained from the
parties of the
Company
Company
Li Yongxin Chairman of the Board Male 46 Incumbent 48.21 N/A
Director, general
Wang Zhendong Male 46 Incumbent 51.38 N/A
manager
Shi Lei Director Male 46 Incumbent 62.88 N/A
Yi Ziting Director Female 48 Incumbent 50.23 N/A
Wang Qiang Independent director Male 45 resigned 12.00 N/A
Tong Yan Independent director Female 45 resigned 12.00 N/A
Zhang
Independent director Male 44 Incumbent 12.00 N/A
Xuanming
Chairman of the
Yu Hongwei Female 56 Incumbent 18.00 N/A
Supervisory Committee
He Di Supervisor Male 45 Incumbent 52.68 N/A
Li Wen Supervisor Female 43 Incumbent 49.83 N/A
Wang Xuejun Deputy general manager Male 59 resigned 71.62 N/A
He Youli Deputy general manager Male 47 Incumbent 63.34 N/A
Luo Xue Chief financial officer Male 54 Incumbent 59.07 N/A
Gui Hongzhi Secretary of the Board, Male 51 Incumbent 48.80 N/A
50
Offcn Education Technology Co., Ltd. 2021 Annual Report
deputy general manager
Total -- -- -- -- 612.04 --
Section VI. Performance of duties by directors during the reporting period
1. Board meetings during the reporting period
Session Convening date Disclosure date Resolution
For details, refer to the
The 17th Meeting of the 5th Announcement on Resolutions of the 17th
January 26, 2021 January 27, 2021
Board of Directors Meeting of the 5th Board of Directors (No.
2021-009) disclosed on www.cninfo.com.cn.
For details, refer to the
The 18th Meeting of the 5th Announcement on Resolutions of the 18th
April 28, 2021 April 29, 2021
Board of Directors Meeting of the 5th Board of Directors (No.
2021-019) disclosed on www.cninfo.com.cn.
For details, refer to the
The 19th Meeting of the 5th Announcement on Resolutions of the 19th
May 28, 2021 May 29, 2021
Board of Directors Meeting of the 5th Board of Directors (No.
2021-034) disclosed on www.cninfo.com.cn.
For details, refer to the
The 20th Meeting of the 5th Announcement on Resolutions of the 20th
June 2, 2021 June 3, 2021
Board of Directors Meeting of the 5th Board of Directors (No.
2021-039) disclosed on www.cninfo.com.cn.
For details, refer to the
The 21st Meeting of the 5th Announcement on Resolutions of the 21st
August 30, 2021 August 31, 2021
Board of Directors Meeting of the 5th Board of Directors (No.
2021-058) disclosed on www.cninfo.com.cn.
For details, refer to the
The 22nd Meeting of the 5th Announcement on Resolutions of the 22nd
September 26, 2021 September 27, 2021
Board of Directors Meeting of the 5th Board of Directors (No.
2021-062) disclosed on www.cninfo.com.cn.
The 23rd Meeting of the 5th Reviewed and approved the Third Quarter
October 29, 2021 --
Board of Directors 2021 Report of the Company (No. 2021-067)
For details, refer to the
Announcement on Resolutions of the 24th
The 24th Meeting of the 5th
December 6, 2021 December 7, 2021 Board Meeting of the 5th Board of Directors
Board of Directors
(No. 2021-074) disclosed on
www.cninfo.com.cn.
2. Attendance of directors at board meetings and shareholders’ meetings
51
Offcn Education Technology Co., Ltd. 2021 Annual Report
Attendance of directors at board meetings and shareholders’ meetings
Sessions Attendance Non-attendan
Attendanc Attendance in
required to by way of Entrusted ce in person
e in Absence shareholders’
Director attend during telecommuni presence for two
person (times) meetings
the reporting cation (times) consecutive
(times) (times)
period (times) (times) (times)
Li Yongxin 8 8 0 0 0 N/A 1
Wang Zhendong 8 8 0 0 0 N/A 2
Shi Lei 8 8 0 0 0 N/A 2
Yi Ziting 8 8 0 0 0 N/A 2
Wang Qiang 8 6 2 0 0 N/A 2
Tong Yan 8 1 7 0 0 N/A 1
Zhang
8 3 5 0 0 N/A 2
Xuanming
Explanation of non-attendance in person for two consecutive times
None
3. Particulars about directors objecting on relevant issues of the Company
Whether there were any objections on relevant issues of the Company from directors
□Yes √ No
During the reporting period, there were no objections from directors on relevant issues of the Company.
4. Other explanations on the performance of duties by directors
Whether relevant advice to the Company from directors were adopted
√ Yes □ No
Explanation of advice from directors to the Company being adopted or not being adopted
During the reporting period, the Company’s directors scrupulously exercised their rights and performed their duties
in strict accordance with relevant regulations. They carefully reviewed the issues raised by the Board of Directors
and the professional committees and actively expressed opinions and views. With rich professional experience, the
independent directors of the Company expressed their thoughtful, rational and independent opinions on each issue
that required their judgements. They also put forward many instructive and reasonable suggestions on the
Company ’ s development strategy and standardized operation, which played a catalytic role in scientific
decision-making of the Company. For more details, please refer to the 2021 Independent Directors’ Debriefing
Report published on www.cninfo.com on the same day as this annual report.
52
Offcn Education Technology Co., Ltd. 2021 Annual Report
Section VII. Performance of duties by special committees under the Board during the reporting
period
Other
Times
particulars Details of
of Convening Contents of Important comments and
Committee Member about the objections
meeting date meetings suggestions put forward
performanc （if any）
s
e of duties
After careful review of the
2020 Fourth Quarter
Internal Audit Report issued
by the internal audit
department, it is believed
that the preparation of the Performing
Company's financial report duties in
2020 Fourth
for this period complies strict
January Quarter
with the relevant provisions accordance None
29, 2021 Internal
of laws and regulations, with laws
Audit Report
Articles of Corporation and and
the Company's internal regulations
management regulations.
Internal control processes
can effectively prevent
operational risks and
Tong Yan, regulate financial processes.
Audit
Wang Qiang, 7 The 2020 Annual Internal
Committee
Shi Lei Audit Report prepared by
the Company's internal audit
Performing
department screened the
duties in
internal control nodes, i.e.
2020 Annual strict
February the applications and
Internal accordance None
26, 2021 approvals of various
Audit Report with laws
business processes. The
and
operations basically
regulations
complied with the
requirements of internal
control regulations.
1. 2020 1. The 2020 Annual Performing
Annual Self-evaluation Report on duties in
April 26, Self-evaluati Internal Control objectively strict
None
2021 on Report on evaluated the effectiveness accordance
Internal of internal control on the with laws
Control reporting base date on the and
53
Offcn Education Technology Co., Ltd. 2021 Annual Report
2. Review on basis of internal control, regulations
2020 Annual daily supervision and
Audit Report special supervision, and
3. Proposal found no material weakness
on the of internal control over the
Estimated Company's financial reports
Amount of or non-financial reports. The
Daily Company has maintained
Related-Part effective internal control in
y all major aspects in
Transactions accordance with the
in 2021 enterprise internal control
4. Statement standard system and related
on the regulations.
Difference 2. The re-appointment of
Between the Baker Tilly China Certified
Actual Net Public Accountants (LLP) to
Profit and audit the Company’s 2021
the Financial Report and
Promised Internal Control Report
Net Profit in guarantees the continuity of
2020 of the Company’s audit work.
Beijing 3. After conducting
Offcn sufficient communication
Education and discussions, the audit
Technology committee provided
Co., Ltd reasonable suggestions for
5. Proposal the 2021 first quarter
on internal audit work in strict
appointment accordance with the
of the Audit Working Rules of the Audit
Institution in Committee and relevant
2021 laws and regulations.
6. Job
Evaluation
of the Audit
Institution in
2020
7. Full Text
and Main
Body of the
2021 First
Quarter
54
Offcn Education Technology Co., Ltd. 2021 Annual Report
Report
8. 2021 First
Quarter
Internal
Audit Report
1. The Company's
semi-annual report
1. Full Text
objectively and faithfully
and Abstract
reflects the Company's Performing
of 2021
financial status and duties in
Semi-annual
operating results. strict
August 20, Report
2. The 2021 Second Quarter accordance None
2021 2. 2021
Internal Audit Report was with laws
Second
reviewed and confirmed to and
Quarter
be effective for preventing regulations
Internal
operational risks and
Audit Report
standardizing financial
processes.
1. Full Text
1. The Company's third
and Main
quarter report objectively
Body of Performing
and faithfully reflects the
2021 Third duties in
Company's financial status
Quarter strict
October and operating results.
Report accordance None
25, 2021 2. The internal audit work of
2. 2021 with laws
the Company should be
Third and
carried out based on the
Quarter regulations
Company’s actual
Internal
situation.
Audit Report
Aiming at preventing
operational risks,
Performing
standardizing financial
duties in
processes, and improving
2022 Annual strict
December management levels, the
Internal accordance None
30, 2021 2022 Annual Internal Audit
Audit Plan with laws
Plan prepared by the
and
internal audit department
regulations
meets the needs of the
Company's development.
Remuneratio Wang Qiang, Proposal on After careful discussion, the Performing
n and Tong Yan, April 16, the 2021 committee believes that the duties in
1 None
Appraisal Wang 2021 Remuneratio remuneration plan for the strict
Committee Zhendong n Plan for Company's directors, accordance
55
Offcn Education Technology Co., Ltd. 2021 Annual Report
the supervisors and senior with laws
Company’s executives in 2021 is and
Directors, formulated based on the regulations
Supervisors remuneration level of the
and Senior Company's industry and the
Executives its actual operating
conditions, which is
beneficial to the Company’s
sustainable development.
Proposal on
the Performing
The committee reviewed the
Performance duties in
Zhang performance of duties of the
of Duties of strict
Nomination Xuanming, April 15, four professional
1 Professional accordance None
Committee Tong Yan, Li 2021 committees under the Board
Committees with laws
Yongxin of Directors during the
Under the and
reporting period.
Board of regulations
Directors
After full discussion by the
participating members, it is
considered that the
termination of the
non-public issuance of A
shares is a prudent decision
Proposal on
made by the Company after
Termination
comprehensive
of the Performing
consideration of the capital
Non-public duties in
market environment, the
Strategy and Li Yongxin, Issuance of strict
December development of the
Investment Shi Lei and 1 A Shares accordance None
1, 2021 fund-raising project, the
Committee Wang Qiang and with laws
actual situation of the
Withdrawal and
Company and the timing of
of regulations
financing, which will not
Application
have a significant impact on
Documents
the normal operation and
sustainable and stable
development of the
Company and will not be
detrimental to the interests
of the Company.
56
Offcn Education Technology Co., Ltd. 2021 Annual Report
Section VIII. Performance of duties by the Supervisory Committee
Were there any risks in the Company according to the supervision of the Supervisory Committee during the
reporting period?
□ Yes √ No
The Supervisory Committee raised no objection to matters under supervision during the reporting period.
Section IX. Employees of the Company
1. Number of employees, role type, and educational background
Number of current employees of the parent company at the end of the
0
reporting period (person)
Number of current employees of the major subsidiaries at the end of the
36,143
reporting period (person)
Total number of current employees at the end of the reporting period
36,143
(person)
Total number of employees receiving remuneration from the Company
36,143
during the reporting period (person)
Number of retired employees for which the parent company and major
0
subsidiaries need to bear the expenses (person)
Role type
Category Number (person)
Management personnel 3,619
R&D staff 2,452
Teachers 14,590
Customer service staff 4,599
Marketing staff 10,883
Total 36,143
Educational background
Category Number (person)
Master’s degree and above 6,537
Bachelor’s degree 26,950
Postsecondary specialised college 2,634
Secondary specialised school and below 22
Total 36,143
2. Remuneration policy
During the reporting period, the Company, based on the post value, set salary difference scientifically and further
improved the performance appraisal system of human resources. The Company regularly and comprehensively
57
Offcn Education Technology Co., Ltd. 2021 Annual Report
evaluated employees’ working skills and their recognition of corporate culture by an evaluation method based on
quantitative indicators of performance and qualitative standards to ensure that both the work results and growth of
employees were given attention to. The Company attracts and retains its core talents through a diversified
performance-oriented incentive mechanism, so that the core personnel can be more closely aligned with the
interests of the Company and its shareholders. In this way, the Company's long-term operating performance will be
driven to grow continuously.
3. Training plan
During the reporting period, the Company continuously invested high-quality resources in optimizing the training
system and enhancing the capabilities of the teaching team. Employees are well supported with knowledge
resources and abundant learning choices to develop their talents and careers. Under the normalization of
COVID-19 prevention and control, the Company accelerated the trend of online learning for all staff. By
integrating online and offline resources, the Company has realized the plan of the whole curriculum system sharing,
empowering employees with more opportunities to learn and grow.
In terms of training organizing, the Company mobilized human resources department both at the headquarter and
branches as well as management personnel to ensure that the staff trainings are well organized. The human
resources department at the headquarter are responsible for the “ planning, research and coordination ” of the
Company’s overall training, focusing on the construction of training resources and training platform as well as the
design and implementation of key talent training projects. The human resources departments of branches are
responsible for exploring the training needs of employees, providing training solutions, executing the training plans,
and focusing on the daily-basis operation and training. Management personnel are responsible for employees ’
ability-building, taking training of team members as part of their work tasks, so as to develop more talents for the
Company.
4. Labor outsourcing
□ Applicable √ Not applicable
Section X. Profit distribution of the Company and conversion of capital reserve into share
capital
The formulation, implementation and adjustment of the profits distribution policy, especially the cash dividends policy, during the
reporting period.
□ Applicable √ Not applicable
The Company was profitable during the reporting period and the parent company’s profit available for distribution to shareholders was
positive but did not propose a plan for the distribution of cash dividend.
□ Applicable √ Not applicable
Profit distribution and conversion of capital reserve into share capital during the reporting period
58
Offcn Education Technology Co., Ltd. 2021 Annual Report
□ Applicable √ Not applicable
The Company plans not to distribute cash dividends or bonus shares, nor to increase share capital by converting
capital reserve.
Section XI. Implementation of the Company’ equity incentive plan, employee stock ownership
plan or other employee incentive measures
Applicable √Not applicable
There were no equity incentive plan, employee stock ownership plan or other employee incentive measures being implemented during
the reporting period of the Company.
Section XII. Establishment and implementation of the Company ’ s internal control system
during the reporting period
1. The establishment and implementation of the Company’s internal control
During the reporting period, in accordance with the Basic Standards for Enterprise Internal Control as well as its
corresponding supporting regulations, and the Company ’ s Regulations of Internal Audit, based on regular
supervision and special supervision of internal control, the Company, adhering to the risk-oriented principle,
continuously improves and optimizes its internal control system to adapt to the ever-changing external environment
and meet the internal management requirements. The Company ’s Board of Directors establishes, improves and
effectively implements internal control, evaluates its effectiveness, and truthfully discloses the evaluation report on
internal control, in accordance with the regulations of the Company ’ s internal control standard system; the
Supervisory Committee supervises the Board of Directors on the establishment and implementation of internal
control. The Company’s management personnel take responsibility for organizing and leading the regular operation
of the Company’s internal control. The Company established an internal audit department equipped with full-time
auditors and formulated internal audit-related management regulations. The internal audit department is responsible
for and reports to the Audit Committee of the Board of Directors; in accordance with the requirements of national
laws, rules and regulations, the internal audit department independently and objectively exercises its powers of
internal audit, inspects and supervises the internal control of the Company and its controlled subsidiaries, conducts
internal audit for their finance and operations, provides audit suggestions,, and implements the internal control
rectification.
2. Particulars about material weakness found in the Company’s internal control during the reporting period
□ Yes √ No
Section XIII. The Company ’ s management and control of subsidiaries during the reporting
period
Not applicable
Section XIV. Self-evaluation report or audit report on internal controls
59
Offcn Education Technology Co., Ltd. 2021 Annual Report
1. Self-evaluation report on internal controls
Disclosure date of full text of
April 29, 2022
self-evaluation report on internal control
Disclosure index of full text of CNINFO (www.cninfo.com.cn)
self-evaluation report on internal control Offcn Education Technology Co., Ltd. 2021 Self-evaluation Report on Internal Control
Proportion of assets evaluated in total
assets stated in the consolidated financial 100.00%
statement of the Company
Proportion of operating income evaluated
in total operating income stated in the
100.00%
consolidated financial statement of the
Company
Deficiency Standards
Category Financial Report Non-Financial Report
Material Weakness: one deficiency, or a
Material Weakness: ①Severe violations
combination of deficiencies in internal
of national laws and regulations in the
control that may result in a significant
Company’s operation; ②Negative news
deviation from the control objectives of the
frequently disclosed by the media and
Company. Those with the following
the negative impact has not been
characteristics should be recognized as
eliminated; ③Serious loss of middle
material weakness: ①Fraud of directors,
and senior management personnel and
supervisors and senior executives; ②
senior technical personnel; ④Lack or
Correction of misstatement in previously
ineffectiveness of policy for major
issued financial statements; ③Material
business; ⑤Rectifications are not made
misstatement in current financial statements
for the material weaknesses or
that are not detected by the Company’s
significant deficiencies in the Company’
Qualitative criteria internal control; ④Invalid supervision of
s internal control.
internal control over financial reporting by
Significant Deficiency: one deficiency,
the Company’s Audit Committee and
or a combination of deficiencies in
internal audit department.
internal control that is less severe or has
Significant Deficiency: one deficiency, or a
minor economic consequences than a
combination of deficiencies in internal
material weakness, yet may still result in
control that is less severe than a material
a deviation from control objectives of
weakness, yet may still result in a deviation
the Company.
from control objectives of the Company.
Controllable Deficiency: Other internal
Controllable Deficiency: Other internal
control deficiencies that do not meet the
control deficiencies that do not meet the
standards of material weakness or
standards of material weakness or
significant deficiency.
significant deficiency.
Material Weakness: Misstatements account Refer to the quantitative criteria for the
Quantitative criteria
for more than 5% of total profits. evaluation of internal control
60
Offcn Education Technology Co., Ltd. 2021 Annual Report
Significant Deficiency: Misstatements deficiencies in financial reports.
account for 2% to 5% (including 5%) of
total profits.
Controllable Deficiency: Misstatements
account for less than 2% (including 2%) of
total profits.
Number of material weaknesses in the
0
financial report
Number of material weaknesses in the
0
none-financial report
Number of significant deficiencies in the
0
financial report
Number of significant deficiencies
0
in the non-financial report
2. Audit report on internal control
Applicable √Not applicable
Section XV. Special actions on self-examination and rectification of the listed Company ’ s
governance
Not applicable
61
Offcn Education Technology Co., Ltd. 2021 Annual Report
Chapter 5 Environmental and social responsibilities
Section I. Environmental protection
Do 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 penalty due to environmental issues during the reporting period
Not applicable
Other environmental information disclosed in reference with major pollutant discharge units
The Company always practices its corporate social responsibilities, complies with national and local laws and
regulations on environmental protection and emission targets, conscientiously implements various environmental
protection management regulations, and continuously promotes energy conservation, emission reduction and
environmental protection by promoting paperless operations. At the same time, the Company also integrates and
implements the concept of environmental protection into all levels of strategic decision-making and business, and
encourages its employees to carry out green volunteer activities to jointly contribute to the harmonious
development of society. During the reporting period, the Company had no violations of environmental protection
laws and regulations and no disputes over pollution accidents, and was not subject to administrative penalties for
violating relevant environmental protection laws and regulations.
Measures taken to reduce carbon emissions during the reporting period and their effects
□ Applicable √ Not applicable
Reasons of not disclosing other environmental information
□ Applicable √ Not applicable
Section II. Social Responsibilities
For details of the Company's performance of social responsibilities, please refer to the 2021 Annual Report on
Social Responsibilities of OFFCN EDU disclosed by the Company on CNINFO ( www.cninfo.com) on the same
day.
Section III. Conducts to consolidate and expand the achievements of poverty alleviation and
rural revitalization
□ Applicable √ Not applicable
62
Offcn Education Technology Co., Ltd. 2021 Annual Report
Chapter 6 Significant Events
Section I. Fulfillment of commitments
1. Commitments that the Company ’ s actual controllers, shareholders, related parties, acquirers, the
Company itself 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
Commit Commit
Commitment Commitment
Main contents of commitment ment ment Performance
Party Type
time period
1. Within 36 months after the completion of the
transaction (starting from the date of the listing of
shares issued in this transaction), the shares of
Yaxia Auto that held by the company/myself/the
plan with rights and interests shall not be
transferred.
2. After the completion of the transaction, the
shares held by the company/myself/the plan,
Yaxia Industrial, derived from Yaxia Auto shares due to the
Zhou Xiayun, Zhou Letter of distribution of stock dividends and the conversion
Hui, Zhou Li, commitment of capital reserve to share capital, shall also comply May 4, Jan. 31,
Fulfilled
Phase-I employee on lock-up with the above-mentioned arrangement of restricted 2018 2022
stock ownership period sale of shares.
plan 3. If the China Securities Regulatory Commission
(CSRC) and/or Shenzhen Stock Exchange (SSE)
have/has other provisions for 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 CSRC and/or SSE. 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
Letter of
dealt with in any other forms within 36 months
Commitment
from the date of the listing of the shares. Within 6 Under normal
on lock-up Apr. 27, Jan. 31,
Li Yongxin months after the listing of the shares, if the closing implementatio
period for 2018 2022
price of the listed Company stock is lower than the n
subscription of
issue price for consecutive 20 trading days, or the
shares
closing price of the stock at the end of the 6 months
after the listing of the shares is lower than the issue
63
Offcn Education Technology Co., Ltd. 2021 Annual Report
price, the lock-up period of consideration shares
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 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 CSRC 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 or 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 securities regulatory institution.
7. After the lock-up period expires, it will be
implemented in accordance with the relevant
regulations of CSRC and SSE.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
1. The shares of the listed Company subscribed by
myself in this transaction shall not be transferred or
dealt with in any other forms within 36 months
from the date of the listing of the shares. Within 6
months after the listing of the shares, if the closing
price of the listed company stock is lower than the
issue price for consecutive 20 trading days , or the
closing price of the stock at the end of the 6 months
after the listing of the shares is lower than the issue
price, the lock-up period of consideration shares
acquired by myself shall be automatically extended
for 6 months. (If 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 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
Letter of compensation for this transaction, that is, when I
commitment need to make profit compensation, the listed
Under normal
on lock-up Company has the right to relieve the lock-up of April 27, Jan 31,
Lu Zhongfang implementatio
period for shares in corresponding amount in advance for 2018 2022
n
subscription of profit compensation.
shares 3. I promise to abide by the following provision: if
the transaction is investigated by judiciary
authorities or CSRC 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 or 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 securities regulatory institution.
65
Offcn Education Technology Co., Ltd. 2021 Annual Report
6. After the lock-up period expires, it will be
implemented in accordance with the relevant
regulations of CSRC and SSE.
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 months after the listing of
the shares, if the closing price of the listed
Company stock is lower than the issue price for
consecutive 20 trading days, or the closing price of
the stock at the end of the 6 months after the listing
of the shares is lower than the issue price, the
lock-up period of consideration shares acquired by
Kerui Technology Innovation shall be automatically
extended for 6 months. (If dividend or bonus shares
distribution, conversion of capital reserve or The shares of
allotment by the listed Company occurred during the Company
the above-mentioned period, the aforementioned held by Kerui
issue price shall be calculated based on the price Technology
adjusted by factors as ex-dividend and ex-rights, Innovation
Letter of etc.) were listed
commitment
2. The enterprise promises to abide by the following and circulated
Kerui Technology on lock-up July 27, Jan. 31,
provision: if the transaction is investigated by on February
Innovation period for 2018 2022
judiciary authorities or CSRC on suspicion of 11, 2022, and
subscription of
misrepresentations, misleading statements, or the
shares
material omissions in regard to the information shareholders'
provided or disclosed, the shares of the listed share lock-up
Company acquired in this transaction shall not be commitment
transferred until the conclusion of the investigation has been
is clarified. fulfilled.
3. After the completion date of this transaction, the
enterprise’s increased shares 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 or 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 securities regulatory institution.
5. After the lock-up period expires, it will be
66
Offcn Education Technology Co., Ltd. 2021 Annual Report
implemented in accordance with the relevant
regulations of CSRC and SSE.
1. The shares of the listed Company subscribed by
Aerospace Industry and Guangyin Venture in this
transaction shall not be transferred or dealt with in
any other forms within 36 months from the date of
the listing of the shares. Within 6 months after the
listing of the shares, if the closing price of the listed
Company stock is lower than the issue price for
consecutive 20 trading days, or the closing price of
the stock at the end of the 6 months after the listing
of the shares is lower than the issue price, the
lock-up period of consideration shares acquired by
Kerui Technology Innovation shall be automatically
extended for 6 months. (If dividend or bonus shares
distribution, conversion of capital reserve or The shares of
allotment by the listed Company occurred during the Company
the above-mentioned period, the aforementioned held by
issue price shall be calculated based on the price Aerospace
adjusted by factors as ex-dividend and ex-rights, Industry and
Letter of etc.) Guangyin
commitment 2. The enterprise promises to abide by the following Venture were
Aerospace
on lock-up provision: if the transaction is investigated by July Jan 31, listed and
Industry,
period for judiciary authorities or CSRC on suspicion of 27,2018 2021 circulated on
Guangyin Venture
subscription of misrepresentations, misleading statements, or February 1,
shares material omissions in regard to the information 2021, and the
provided or disclosed, the shares of the listed shareholders'
Company acquired in this transaction shall not be share lock-up
transferred until the conclusion of the investigation commitments
is clarified. have been
3. After the completion date of this transaction, the fulfilled.
enterprise’s increased shares 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 or 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 securities regulatory institution.
5. After the lock-up period expires, it will be
implemented in accordance with the relevant
67
Offcn Education Technology Co., Ltd. 2021 Annual Report
regulations of CSRC and SSE.
1. The shares of the listed Company subscribed by
myself in this transaction shall not be transferred or
dealt with in any other forms within 24 months
from the date of the listing of the shares. Within 6
months after the listing of the shares, if the closing
price of the listed Company stock is lower than the
issue price for consecutive 20 trading days , or the
closing price of the stock at the end of the 6 months
after the listing of the shares is lower than the issue
price, the lock-up period of consideration shares
acquired by myself shall be automatically extended
for 6 months. (If dividend or bonus shares The shares of
distribution, conversion of capital reserve or the Company
allotment by the listed Company occurred during held by Wang
the above-mentioned period, the aforementioned Zhendong,
issue price shall be calculated based on the price Guo Shihong,
adjusted by factors as ex-dividend and ex-rights, Liu Bin,
etc.) If the actual performance of Offcn Ltd. In year Zhang
2018 or year 2019 is lower than the committed Yongsheng,
Wang Zhendong, Letter of
performance stated in the Profit Forecast Yang
Guo Shihong, Liu commitment
Compensation Agreement, the lock-up period of the Shaofeng and
Bin, Zhang on lock-up July 27, Jan 31,
listed Company’s shares acquired by myself in this Zhang Zhi’an
Yongsheng, Yang period for 2018 2021
transaction shall be extended to 36 months. Upon were listed
Shaofeng, Zhang subscription of
the expiration of 36 months from the date of and circulated
Zhi’an shares
registration of the above shares into my securities on February
account, if the profit compensation obligations 1, 2021, and
under the Profit Forecast Compensation Agreement the
have not been fulfilled, the above lock-up period shareholders'
will be extended until the date of fulfillment of the share lock-up
compensation obligations. commitments
2. The aforesaid arrangement of share lock-up does have been
not affect the implementation of profit fulfilled.
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 CSRC on suspicion of
misrepresentations, misleading statements, or
material omissions in regard to the information
provided or disclosed, the shares of the listed
68
Offcn Education Technology Co., Ltd. 2021 Annual Report
Company acquired by myself 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 or 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 securities regulatory institution.
6. After the lock-up period expires, it will be
implemented in accordance with the relevant
regulations of CSRC and SSE.
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
Letter of
shares shall not be transferred. The lock-up period
commitment Under normal
of the shares increased during the above period due April 27, Jan 31,
Offcn Partnership on the lock-up implementatio
to bonus shares distribution, conversion of capital 2018 2022
of shares n
reserve or allotment of shares by Yaxia Auto, shall
also comply with the foregoing 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 Industrial Co.,Ltd. to Beijing Offcn Future
Information Consulting Center (Limited
Letter of Partnership), I or the enterprise shall not in any way
commitment transfer the shares of Beijing Offcn Future
Li Yongxin and on the lock-up Information Consulting Center (Limited
July 27, Jan 31,
other 10 of Offcn Partnership) or withdraw from the partnership with Fulfilled
2018 2022
counterparties Partnership’s Beijing Offcn Future Information Consulting
contribution Center (Limited Partnership), nor do we transfer,
shares assign or authorize other entities in any way to fully
or partially have the rights and interests indirectly
related to the shares of Yaxia Auto held by Beijing
Offcn Future Information Consulting Center
(Limited Partnership).
Li Yongxin, Letter of 1. Guarantee the independence of the listed April 27, Long-ter Under normal
69
Offcn Education Technology Co., Ltd. 2021 Annual Report
Lu Zhongfang, commitment Company’s personnel 2018 m implementatio
Wang Zhendong, on maintaining (1) It is guaranteed that after the completion of this n
Offcn Partnership independence transaction, the personnel, human resources and
of the listed remuneration management of the listed Company
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.
2. 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 supervisory committee
shall independently exercise their powers in
accordance with laws, regulations and the
Company’s Articles of Corporation.
3. Guarantee the independence and completeness of
the assets of the listed Company.
(1) It is guaranteed that after the transaction, the
listed Company shall have independent and
complete assets related to production and operation.
(2) It is guaranteed that after the completion of 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
70
Offcn Education Technology Co., Ltd. 2021 Annual Report
transaction, except for normal business dealings,
there shall be no capital and assets of the listed
Company occupied by myself/Offcn Partnership, or
other related parties, such as companies, enterprises
or economic organizations, controlled by myself or
Offcn Partnership.
4. Guarantee the independence of the listed
Company’s business.
(1) It is guaranteed that after the completion of 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 fair way and perform relevant
approval processes and information disclosure
obligations in accordance with relevant laws,
regulations and regulatory documents.
5. Guarantee the financial independence of the
listed Company.
(1) It is guaranteed that after the completion of 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
71
Offcn Education Technology Co., Ltd. 2021 Annual Report
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 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, 1. The
myself, my close relatives and other companies, transfer As of the end
enterprises or economic organizations controlled by of of the
myself and my close relatives, except for Beijing Kairuier reporting
Offcn Online Education Technology Co., Ltd. Training period,
(hereinafter referred to as Offcn Online), controlled School Kairuier
by my relatives Xuhua and Lu Yan, and its affiliated in Training
schools which are involved in the same or similar Haidian School in
businesses conducted by Offcn Ltd., other related District Haidian
Letter of parties are not involved in any same, similar or of District of
commitment related businesses conducted by the listed Septemb Beijing: Beijing had
Li Yongxin,
on avoiding Company, Offcn Ltd. and its affiliated companies er 20, within been
Lu Zhongfang
horizontal and schools. Except for Li Yongxin serving as a 2018 24 transferred to
competition director in Kunming Wuhua Offcn training school, months an unrelated
which is affiliated to Offcn Online, I neither hold from the third party.
any full-time or part-time positions nor provide date of Other
consultancy at any companies or enterprises, which the commitments
conducts competitive businesses with the listed signing are under
Company, Offcn Ltd. and their affiliates. I also do of this normal
not directly or indirectly hold any equity or shares letter of implementatio
of companies or enterprises conducting the same, commit n
similar or related businesses as the listed Company, ment
Offcn Ltd. and its affiliates. 2. The
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Offcn Education Technology Co., Ltd. 2021 Annual Report
2. As of the date of signing this commitment letter, transfer
Offcn Online and its two subordinate training of
schools ’ disposals are as follow: Offcn Online Kunming
conducts no education businesses (to be canceled Wuhua
after subordinate schools transferred). Kairuier Offcn
Training School in Haidian District of Beijing is to Training
be transferred to an unrelated third party and the School:
transfer agreement has been signed. If the transfer is within
not completed within 24 months since the date of 12
signing this commitment letter, I will urge Offcn months
Online to cancel Kairuier Training School in after the
Haidian District of Beijing. Kunming Wuhua Offcn formal
Training School, associated with Offcn Online, has promulg
been closed and it will be transferred to an ation and
unrelated third party or will be canceled within 12 impleme
months after the formal promulgation and ntation
implementation of the amended Implementing of the
Regulations of the Law on the Promotion of Private Impleme
Education of the People ’ s Republic of China nting
(hereinafter referred to as Implementing Regulati
Regulations) and the promulgation and ons and
implementation of the supporting regulations the
formulated by the relevant local education promulg
authorities in accordance with the amended ation and
Implementing Regulations. impleme
3. As of the date of signing this commitment letter, ntation
Offcn Ltd. as the organizer intends to transfer its of the
100% of the organizer’s rights of 33 private schools supportin
for non-academic qualifications to Li Yongxin and g
singed the Agreement on Transfer of Organizer ’s regulatio
Rights of Private Non-enterprise Schools Affiliated ns
to Beijing Offcn Education Technology Co., Ltd. Li formulat
Yongxin is willing to entrust the transferred 33 ed by the
private non-enterprise schools to Offcn Ltd. and relevant
signed the Trusteeship Agreement of Private local
Non-enterprise Schools. educatio
4. After the completion of this transaction, except n
for the above-mentioned cases, I promise that authoriti
during the time of being the actual controller of the es in
listed Company, I, my close relatives and other accordan
related parties, such as companies, enterprises or ce with
other economic organizations, controlled by myself the
or my close relatives shall not in any way amended
(including but not limited to self operated or with Impleme
73
Offcn Education Technology Co., Ltd. 2021 Annual Report
other parties to operate joint venture, cooperation, nting
joint operation, investment, mergence, and trustee Regulati
operation home and aboard) engage in the same, ons.
similar, related or competitive businesses with the
listed Company, including:
(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 affiliates.
(2) I will not directly or indirectly invest on any
economic entities whose businesses constitute a
direct or indirect competitive relationship with the
listed Company and its affiliates.
(3) I will not be hired by any competitors that
directly or indirectly compete with the listed
Company and its affiliates, 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 or 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
agreement, I will attempt to transfer these business
opportunities to the listed Company and its
affiliates.
6. I guarantee that I will never use my knowledge
about and the information I ’ m aware of the listed
Company and its affiliates to assist third parties to
74
Offcn Education Technology Co., Ltd. 2021 Annual Report
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 shall 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 starting from the
signing date of the commitment letter, to the time
when I cease to be the actual controller of the listed
Company.
1. As of the date of signing this commitment letter,
myself, my close relatives and other companies,
enterprises or economic organizations controlled by
myself, my close relatives or Offcn Partnership, are
not involved in any same, similar or related
businesses conducted by the listed Company, Offcn
Letter of
Ltd. and its affiliated companies and schools.
Commitment Under normal
Wang Zhendong, Except for Wang Zhendong serving as a director in April 27, Long-ter
on avoiding implementatio
Offcn Partnership Kairuier Training School in Haidian District of 2018 m
horizontal n
Beijing, which is affiliated to Offcn Online (Offcn
competition
Online tends to transfer the rights of Kairuier
Training School to an unrelated third party and after
this transfer, Wang Zhendong will no longer hold
the post as a director in the school), I neither hold
any full-time or part-time positions nor provide
consultancy at any companies or enterprises, which
75
Offcn Education Technology Co., Ltd. 2021 Annual Report
conducts competitive businesses with the listed
Company, Offcn Ltd. and their affiliates. I also do
not directly or indirectly hold any equity or shares
of companies or enterprises conducting the same,
similar or related businesses as the listed Company,
Offcn Ltd. and its affiliates.
2. After the completion of this transaction, I/Offcn
Partnership promise(s) 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, my close
relatives or 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 or competitive businesses with the
listed Company, including:
(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 affiliates.
(2) I will not directly or indirectly invest on any
economic entities whose businesses constitute a
direct or indirect competitive relationship with the
listed Company and its affiliates.
(3) I will not be hired by any competitors that
directly or indirectly compete with the listed
Company and its affiliates, or provide any advice,
assistance or business opportunities directly or
indirectly to such competitors;
(4) I/Offcn Partnership will not instigate, mislead,
encourage or otherwise induce, persuade, or coerce
the employees or management personnel in the
listed Company and its affiliates to terminate their
labor or employment relationship with the
Company and its affiliates.
(5) I/Offcn Partnership will not urge others to hire
employees or management personnel from the
listed Company and its affiliates.
76
Offcn Education Technology Co., Ltd. 2021 Annual Report
3. I/Offcn Partnership promise that if I, my close
relatives or other related parties, such as companies,
enterprises or other economic organizations
controlled by myself, my close relatives or Offcn
Partnership obtain any business opportunities from
any third party, which can or may compete with the
listed Company and its affiliates in the future,
I/Offcn Partnership will notify the listed Company
immediately, and transfer these business
opportunities to the listed Company and its
affiliates after obtaining the third party’s agreement.
4. I/Offcn Partnership guarantee(s) that I/Offcn
Partnership will never use my knowledge about and
the information I ’ m aware of the listed Company
and its affiliates to assist third parties to engage,
participate, or invest in businesses or projects that
compete with the listed Company and its affiliates.
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 the
above-mentioned commitments.
1. After the completion of this transaction, 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 or my close
relatives will try to avoid and reduce the
related-party transactions with the listed Company
and its affiliates; unless it is necessary for the
business development of the listed Company, any
Letter of
related-party transactions with the listed Company
Commitment
and its affiliates will not be conducted. Under normal
Li Yongxin, on reducing July 27, Long-ter
2. After the completion of this transaction, for the implementatio
Lu Zhongfang and regulating 2018 m
related-party transactions which are unavoidable or n
related-party
reasonable to happen with the listed Company and
transactions
its affiliates, I, my close relatives and other
companies, enterprises or economic organizations
controlled by myself or my close relatives, will sign
related-party transaction agreements 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.
77
Offcn Education Technology Co., Ltd. 2021 Annual Report
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 this 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 Company.
4. I will urge my close relatives and other
companies, enterprises and other economic
organizations controlled by myself or my close
relatives to fulfill the aforementioned commitments.
5. If I, my close relatives and other companies,
enterprises and other economic organizations
controlled by myself or my close relatives violate
the above commitments, the profits obtained by the
violation of commitments shall belong to the listed
Company, and I shall be liable for all losses caused
to the listed Company and its affiliates. Within 30
working days since receiving the written notice
from the listed Company, compensation shall be
made in cash.
6. The commitment is valid starting from the
signing date of the commitment letter, to the time
when I cease to be the actual controller of Yaxia
Auto or have any other related relationship with
Yaxia Auto.
1. After the completion of this transaction, during
the time of being the actual controller/shareholder
Letter of
of the listed Company, I, my close relatives,
Commitment
Wang Zhendong, Aerospace Industry, Offcn Partnership and other
on reducing Under normal
Aerospace companies, enterprises or other economic April 27, Long-ter
and regulating implementatio
Industry, organizations controlled by myself, my close 2018 m
related-party n
Offcn Partnership relatives, Aerospace Industry or Offcn Partnership
transactions
will try to avoid and reduce the related-party
transactions with the listed Company and its
affiliates.
78
Offcn Education Technology Co., Ltd. 2021 Annual Report
2. After the completion of this transaction, for the
related-party transactions which are unavoidable or
reasonable to happen with the listed Company and
its affiliates, I, my close relatives, Aerospace
Industry, Offcn Partnership and other companies,
enterprises or economic organizations controlled by
myself, my close relatives, Aerospace Industry or
Offcn Partnership, will 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 and
fulfilled in accordance with the relevant laws,
regulations and regulatory documents. 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 this transaction,
I/Aerospace Industry/Offcn Partnership 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 Company.
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 are Yes
fulfilled on time
2. Should there be any profit forecast for any of the Company’s assets or projects and the current reporting
period is still within the forecast period, the Company shall explain whether the performance of the asset or
project matches with the profit forecast and why.
□Applicable √Not applicable
Section II. The capital occupation of the listed Company for non-operating purposes by the
79
Offcn Education Technology Co., Ltd. 2021 Annual Report
controlling shareholder and its related parties
□Applicable √Not applicable
During the reporting period, there was no such situation for the Company.
Section III. Illegal external guarantee
□Applicable √Not applicable
There is no illegal external guarantee in the Company during the reporting period.
Section IV. Statement of the Board of Directors on the latest "non-standard audit report"
□Applicable √Not applicable
Section V. Statement of the Board of Directors, Supervisory Committee, and independent
directors (if any) on the accounting firm's "non-standard audit report" during the reporting
period
□Applicable √Not applicable
Section VI. Particulars of changes in accounting policies and accounting estimates or
corrections of major accounting errors compared with the financial report of the previous year
√ Applicable □ Not applicable
1. Changes in accounting policies
On April 28, 2021, the 18th meeting of the fifth Board of Directors of the Company approved that since January 1,
2021, the Company shall adopt the relevant stipulations of the Accounting Standards for Business Enterprises No.
21 — Leasing(Accounting [2018] No. 35). According to the accumulated impact, right-of-use assets, lease
liability and the amount of retained earnings at the beginning of the year and other related items in the financial
statements shall be adjusted, while the data in the comparable period shall not. For the influence brought up by the
changes in accounting policies, please refer to Note V “Important accounting policies and accounting estimates”;
44. “ Adjustments to the financial statements at the beginning of the first execution year of the new revenue
standards initially implemented” and “Retroactive adjustments of comparative data in the early stage by the new
revenue standards initially implemented” in this annual report.
According to the new standards governing lease, for contracts coming into force before the date of initial execution
of the new standards, the Company chooses not to reassess whether they are lease contracts or contracts containing
lease.
(1) The Company as the lessee
The Company chose to adjust only the accumulated impact of lease contracts that have not been completed as of
January 1, 2021. According to the amount of the first execution ’s accumulated impact, the amount of retained
earnings at the beginning of the period when the execution of new standards were initially carried out (namely
January 1, 2021) and other related items in the financial statements shall be adjusted, while the data in the
comparable period shall not.
According to the new standards governing lease, the Company will not distinguish between finance leases and
operating leases. For all leases (except the short-term leases and leases of low-value assets with the simplified
treatment), the Company will recognize right-of-use assets and lease liabilities.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
For operating leases prior to the date of initial execution, the Company measures the lease liability based on the
present value of the remaining lease payments discounted at the incremental borrowing rate on the date of initial
execution, and the right-of-use assets of each lease is determined based on the equal amount of lease liability and
the prepaid rent after necessary adjustment.
The Company conducts impairment test on right-of-use assets and performs corresponding accounting treatment in
accordance with relevant regulations on asset impairment.
The Company has adopted the following simplified treatments for operating leases prior to the date of initial
execution:
1) When measuring lease liabilities, the same discount rate can be used for leases with similar characteristics; the
measurement of right-of-use assets doesn’t have to take the initial direct costs into consideration;
2) Should there be a lease renewal option or a lease termination option, the Company determines the lease term
based on the actual exercise of the option prior to the date of initial execution and other latest information;
3) As an alternative to the impairment test for right-of-use assets, the Company assesses whether the contract
containing the lease was in deficit before the date of initial execution, and adjusts the right-of-use assets based on
the amount of the loss provision included in the balance sheet before the date of initial execution;
4) The lease changes before the date of initial execution will not be adjusted retrospectively. The accounting
treatment will be carried out based on the final arrangements of lease changes and the new lease standards .
(2)The Company as the lessor
The Company does not need any transitional adjustment for the leases as the lessor, and will carry out accounting
treatment in accordance with the new lease standards from the date of initial execution.
2. Changes in accounting estimates
None.
3. Corrections of previous accounting errors
None.
Section VII. Explanation of the changes in the scope of the consolidated statement compared
with the financial statements of the previous year
√ Applicable □ Not applicable
Full name of subsidiary Ratio of shareholding (%) Reasons for changes
1. Lu’an Yazhong Real Estate Information Consulting 100.00 Acquired
Co., Ltd.
2.Lu’an Zhongke Real Estate Information Consulting 100.00 Acquired
Co., Ltd.
3. Wenling Offcn Information Consulting Co., Ltd. 100.00 Newly established
4. Anshan Tiedong Offcn Education Training School 100.00 Newly established
Co., Ltd.
5. Diqing Offcn Training School Co., Ltd. 100.00 Newly established
6. Dali Offcn Education Training School Co., Ltd. 100.00 Newly established
7. Harbin Nangang Offcn Education Training School 100.00 Newly established
Co., Ltd.
8. Nujiang Offcn Training School Co., Ltd. 100.00 Newly established
81
Offcn Education Technology Co., Ltd. 2021 Annual Report
9. Weixi Offcn Education Training School Co., Ltd. 100.00 Newly established
10. Beijing Offcn Century Education Technology 100.00 Newly established
Co., Ltd.
11. Beijing Offcn Future Education Technology Co., 49.00 Transferred
Ltd.
Section VIII . Appointment and dismissal of the CPA firm
CPA firm appointed at present
Name of the domestic CPA firm Baker Tilly China Certified Public Accountants LLP
Remuneration of domestic CPA firm (MillionYuan) 1.80
Consecutive years of the audit service of domestic CPA firm 4 years
Name of the CPAs in domestic CPA firm Zhou Baiming, Li Qiang
Consecutive years of audit service of the CPAs of domestic CPA
4 consecutive years for Zhou Baiming and 1 year for Li Qiang
firm
Whether to reappoint another CPA firm in the current period
Yes √ No
Appointment of internal control auditing CPA firms, financial consultants or sponsors
□ Applicable √ Not applicable
Section IX. Facing delisting after the disclosure of the annual report
□ Applicable √ Not applicable
Section X. Bankruptcy and reorganization related matters
□ Applicable √Not applicable
There is no such situation of bankruptcy and reorganization of the Company during the reporting period.
Section XI. Major litigation and arbitration matters
□ Applicable √Not applicable
There is no major litigation or major arbitration during the reporting period.
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 17.4338 million yuan,
and the actual amount of judgments in effective legal documents was approximately RMB 1.086 million yuan. The
results of the litigation cases 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 14.8006 million
yuan, and the amount of litigation involved in these pending cases accounted for 0.78% of the unaudited net assets
82
Offcn Education Technology Co., Ltd. 2021 Annual Report
attributable to shareholders of the listed Company in 2021, which had no significant impact on the Company's
operations.
Section XII. Penalties and rectifications
□ Applicable √Not applicable
There is no penalty or rectification of the Company during the reporting period
Section XIII. Integrity of the Company and its controlling shareholders and actual controllers:
□ Applicable √Not applicable
Section XIV. Significant related-party transactions
1. Related-party transactions relevant to daily operations
√Applicable □Not applicable
Ji'an Jingkai Lixiangxue Financial Beijing Chuangsheng
Related party Information Service Co., Ltd. / Shanghai Construction Decoration
Beiding Network Technology Co., Ltd. Engineering Co., Ltd.
Enterprise actual-controlled by the Enterprise actual-controlled by the
Relationship
director of the Company director of the Company Total
Purchasing products and goods from the Purchasing products and goods
Type of related-party transaction
related party from the related party
Content of related-party
Commission fee Decoration fee
transaction
Pricing principle for related-party
Fair market pricing Fair market pricing --
transaction
Price of related-party transaction Fair market pricing Fair market price --
Amount of related-party
transaction (RMB 10 thousand 18,314.42 3,597.24 21,911.66
yuan)
Proportion of the amount of
4.34% 2.63% --
similar transactions
Approved transaction limit (RMB
0 0 0
10 thousand yuan)
Whether exceeding the approved
Yes Yes --
transaction limit
Settlement method of
Wire transfer Wire transfer --
related-party transaction
Available market price for similar
None None --
transactions
Date of disclosure --
CNINFO (http://www.cninfo.com.cn)
Index of disclosure --
Announcement on the Estimated Limit of Daily Related-party Transactions in
83
Offcn Education Technology Co., Ltd. 2021 Annual Report
the Year of 2022 (No. 2022-035)
Details of large sales returns N/A
Actual performance during the
reporting period of the total
amount of the daily related-party N/A
transactions estimated by
categories in this period (if any)
Reasons for large differences
between transaction prices and
N/A
market reference prices (if
applicable)
2. Related-party transactions arising from acquisition and sale of assets or equity
□ Applicable √Not applicable
There is no related-party transaction 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 related-party transaction of joint foreign investments of the Company during the reporting period.
4. Related credit and debt transactions
□ Applicable √ Not applicable
There is no related credit and debt transaction of the Company during the reporting period.
5. Transactions with related financial companies
□ Applicable √ Not applicable
There is no deposit, loan, credit or other financial business between the Company and its related financial companies or other related
parties.
6. Transactions between the financial company controlled by the Company and related parties
□ Applicable √ Not applicable
There is no deposit, loan, credit or other financial business between the financial company controlled by the Company and related
parties.
7. Other significant related-party transactions
□ Applicable √ Not applicable
There is no other significant related-party transaction in the Company during the reporting period.
Section XV. Major contracts and their performance
1. Trusteeship, contracting and leasing matters
(1) Trusteeship
√Applicable □ Not applicable
84
Offcn Education Technology Co., Ltd. 2021 Annual Report
Details of trusteeship
On September 20, 2018, Offcn Ltd. and Li Yongxin signed Agreement on Transfer of Organizer ’s Rights of
Non-enterprise Private Schools 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 Non-enterprise Schools stipulating that Li Yongxin would entrust
the transferred private non-enterprise schools to Offcn Ltd. for management. The period of trusteeship started from
the date when Li Yongxin paid all the transfer price to the date when the private non-enterprise 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.)
Projects with trusteeship that profits or losses reached more than 10% of the total profits of the Company of the
reporting period
□ Applicable √Not applicable
There was no project with trusteeship that profit or loss reached more than 10% of the total profits of the Company
during the reporting period.
(2) Contracting
□ Applicable √Not applicable
There was no contracting of the Company during the reporting period.
(3) Leasing
□ Applicable √Not applicable
There was no leasing 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. Particulars about entrusted cash assets
(1) Particulars about entrusted financial management
√Applicable □ Not applicable
Particulars about entrusted financial management during the reporting period
Unit: RMB 10 thousands
Impairment
Source of entrusted Amount of entrusted Overdue amount
Type Undue balance accrued of the
financing financing yet to be recovered
overdue financial
85
Offcn Education Technology Co., Ltd. 2021 Annual Report
product yet to be
recovered
Bank financial
Self-owned fund 126,155 34,327.98 0 0
product
Trust financial
Self-owned fund 27,000 0 0 0
products
Others Self-owned fund 999.9 0 0 0
Total 154,154.9 34,327.98 0 0
Particulars of high-risk entrusted financial management with a large single amount, low security or poor liquidity
□ Applicable √ Not applicable
It is estimated that the principal of the entrusted financing cannot be recovered or there are other cases that may
cause impairments to the entrusted financing.
□ Applicable √Not applicable
（2）Entrusted loans
□ Applicable √Not applicable
There is no entrusted loan of the Company during the reporting period.
4. Other significant contracts
√Applicable □ Not applicable
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Offcn Education Technology Co., Ltd. 2021 Annual Report
87
Offcn Education Technology Co., Ltd. 2021 Annual Report
Section XVI. Other significant events
√Applicable □ Not applicable
1. The progress of the Company’s non-public issuance of A Shares:
The Company held the meetings of Company ’s board of directors and supervisory committee, 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 a Feedback from the China Securities Regulatory Commission's
Administrative License Project Review (Announcement Number: 2021-002).
On January 27, 2021, the Company announced the Report on the Reply to the Feedback Notice from the China Securities Regulatory
Commission Administrative Licensing Project Review and other documents. On the same day, the Company also announced the
adjustments to the non-public issuance plan including the Revised Proposal for Non-public Issuance of A Shares reviewed and
approved at the 17th meeting of the Fifth Board of Directors and the 14th Meeting of the Fifth Supervisory Committee.
On May 18, 2021, the Company issued the Announcement on the Revised Reply to the First Feedback Notice from
the China Securities Regulatory Commission Administrative Licensing Project Review and the Announcement on
Receiving the Second Feedback from the China Securities Regulatory Commission's Administrative Licensing
Project Review.
On May 29, 2021, the Company issued 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 issued 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.
On June 16, 2021, the Company ’ s non-public issuance were reviewed and approved by the Issuance Review
Committee of the China Securities Regulatory Commission.
88
Offcn Education Technology Co., Ltd. 2021 Annual Report
On August 24, 2021, the Company issued the Announcement on Notice of the Suspension of the China Securities
Regulatory Commission Administrative Licensing Application Review. Because the law firm hired for this issuance
was filed and put under investigation by the China Securities Regulatory Commission for its services for other
companies, the China Securities Regulatory Commission suspended the review of the Company's application for
administrative license for this non-public issuance of shares.
On December 7, 2021, the Company issued the Announcement on Termination of the Non-public Issuance of
Shares and Withdrawal of Application Documents. Considering the capital market environment, the development of
fundraising projects, the actual situation of the Company, and the timing of financing, after prudent analysis and
constant discussions with intermediaries, the Company decided to terminate the non-public issuance of A shares
and withdraw the application documents.
2. The progress of the investigation launched by the China Securities Regulatory Commission into the
Company:
On December 15, 2021, the Company received the Notice of Filing (No. SR Filing 0232021010) from the CSRC.
According to the Securities Law of the People's Republic of China, Law of the People ’s Republic of China on
Administrative Punishment and other laws and regulations, the Company is suspected of failing to disclose related
party transaction information and violating the laws and regulations of information disclosure. The CSRC decided
to file a case against the Company.
On January 15, 2022, the Company issued the Announcement on the Progress of the Investigation and Risk
Warning (No. 2022-006).
On February 15, 2022, the Company issued the Announcement on the Progress of the Investigation and Risk
Warning (No. 2022-019).
On March 15, 2022, the Company issued the Announcement on the Progress of the Investigation and Risk Warning
(No. 2022-022).
On April 24, 2022, the Company and the relevant parties received the Prior Notice of Administrative Penalty. The
Anhui Securities Regulatory Bureau of the CSRC decided to give a warning to and impose a fine on the Company
and the relevant parties. Specific information is stated in the announcement (No. 2022-031) disclosed on CNINFO
(www.cninfo.com.cn) and other designated media.
On April 27, 2022, the Company and the relevant parties received the official Decision of Administrative Penalty
from the Anhui Securities Regulatory Bureau, which determines Offcn Edu, its subsidiaries Beijing Offcn
Education Technology Co., Ltd. and Liaoning Zhongcheng Real Estate Development Co.,Ltd. constitute a
89
Offcn Education Technology Co., Ltd. 2021 Annual Report
related-party relationship with Shaanxi Guancheng Industrial Co., Ltd., Beijing Chuangsheng Construction
Decoration Engineering Co., Ltd., Shanghai Beiding Network Technology Co., Ltd., Ji'an Jingkai Lixiangxue
Financial Information Service Co., Ltd. and Liaoning Hanhui Industrial Co., Ltd.. The total amount involved in
related transactions was RMB 1232.395 million yuan, including RMB 196.335 million yuan in year 2019 and RMB
1036.060 million yuan in year 2020, which account for 6.65% and 30.19% of the net assets of Offcn Edu in the
latest period respectively. The Company did not disclose the above-mentioned information in accordance with
relevant laws and regulations and there was a material omission of the Company ’ s information disclosure. A
warning was given to and a fine was imposed on the Company and the relevant persons responsible for the situation,
and corresponding rectification is required. Specific information is stated in the announcement (No. 2022-032)
disclosed by the Company on CNINFO (www.cninfo.com.cn) and other designated media for information
disclosure.
Type
Amount of Amount of
of Amount of
Content of related-party related-party
related related-party
Related party related-party transactions in transactions in Total(RMB)
-party transactions in
transaction year 2019 year
transa year 2020(RMB)
(RMB) 2021(RMB)
ction
Accepti
ng the
Beijing
entrust
Chuangsheng
ment of
Construction
related Decoration fee 161,747,000.00 242,000,000.00 0.00 403,747,000.00
Decoration
party
Engineering Co.,
for
Ltd.
decorat
ion
Accepti
ng the
transfer Shaanxi
of Guancheng Asset
0.00 383,060,000.00 0.00 383,060,000.00
assets Industrial Co., acquisition
from Ltd.
related
party
Accepti
ng the
transfer
Liaoning Hanhui
of Asset
Industrial Co., 0.00 200,000,000.00 0.00 200,000,000.00
assets acquisition
Ltd.
from
related
party
90
Offcn Education Technology Co., Ltd. 2021 Annual Report
Purcha Ji'an Jingkai
sing Lixiangxue
product Financial
s and Information
goods Service Co., Ltd. / Commission fee 34,588,038.03 210,728,611.86 183,144,220.00 428,460,869.89
from Shanghai Beiding
the Network
related Technology Co.,
party Ltd.
Total 196,335,038.03 1,035,788,611.86 183,144,220.00 1,415,267,869.89
Section XVII. Significant events of the Company’s subsidiaries
√Applicable □ Not applicable
1. The case of transferring part of the wholly-owned subsidiary’s equity and cooperative development
On December 2, 2020, the wholly-owned subsidiary of the Company, Beijing Offcn Future Education Technology
Co., Ltd. (hereinafter referred to as the target company), won the bid for the first-level development project -
CP00-1804-0002 residential land and CP00-1804-0012 public construction land in Qiliqu Nanbei Village, Shahe
Town, Changping District, Beijing, and the Company provided a loan of RMB 3.098 billion yuan to the target
company to pay for the price, deed tax and other expenses of the above-mentioned lands.
On September 26, 2021, the Company held the 22nd Meeting of the Fifth Board of Directors which reviewed and
approved the Proposal on Transferring Part of the Wholly-owned Subsidiary ’ s Equity and Cooperative
Development. The Board of Directors agreed to transfer 51% equity of the Company’s wholly-owned subsidiary,
namely Beijing Offcn Future Education Technology Co., Ltd., to Beijing Shangheng Jirui Commercial Operation
and Management Co., Ltd. (hereinafter referred to as Longhu Party). After friendly negotiation between the two
parties, based on the target company ’s paid-in registered capital, the Company priced the transfer of the target
company’s 51% equity at RMB 51 million yuan. At the same time, Longhu Party invested RMB1.379 billion yuan
in the target company as shareholder loans, all of which were used to repay the target company’s borrowing from
the Company. For specific information of this matter, please refer to the Company’s Announcement on the Transfer
of Part of the Wholly-owned Subsidiary ’s Equity and Cooperative Development (Announcement No.: 2021-061)
released on CNINFO (www.cninfo.com), September 27, 2021.
According to the customized development agreement and supplementary agreement signed between the target
company and the Company, the Company’s RMB1.618 billion yuan’s worth of loan to the target company has been
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Offcn Education Technology Co., Ltd. 2021 Annual Report
converted into the advance payment for the construction of CP00-1804-0012 public construction land. The target
company will construct an online technology R&D center, an Online-Merge-Offline education demonstration center,
an integrated training center for R&D and teaching personnel, a vertical integrated fast-response command center
for nationwide market, and an innovative education headquarter in accordance with the Company ’s design and
planning. At present, the target company has paid off all its loans to the Company.
2. The cooperation with Liaoning Hanhui Industrial Co., Ltd.
On January 13, 2020, the wholly-owned subsidiary of the Company, Beijing Offcn and Liaoning Hanhui Industrial
Co., Ltd. (hereinafter referred to as Liaoning Hanhui) signed the Future Learning City Project Cooperative
Agreement and the two parties decided to cooperate in the development of the future learning city project. On
January 17, 2020, according to the agreement, the Company paid RMB 200 million yuan to Liaoning Hanhui as a
security deposit. Liaoning Hanhui should complete the project construction and obtain the corresponding property
rights before July 31, 2021. After the completion of the construction, the Company will transfer 100% equity of
Liaoning Hanhui based on its assessed net assets, and the shareholders of Liaoning Hanhui should cooperate with
the Company to transfer their equity of Liaoning Hanhui to Offcn EDU or its designated subsidiary. On March 10,
2021, the two parties signed the Supplementary Agreement, which changed the stipulation from “ the project
construction should be completed and property ownership certificate should be obtained before July 31, 2021” to
“ the project construction should be completed and pass the acceptance test, and property ownership certificate
should be obtained before December 31, 2021.
Affected by the pandemic and other factors, Liaoning Hanhui couldn’t complete the construction and obtain the
property ownership certificate before December 31, 2021. In view of the above situation, and considering that this
cooperation has lasted for a long time, and the market environment has changed a lot compared with that at the
beginning of the cooperation, after friendly negotiation between the Company and Liaoning Hanhui, the two parties
signed the Termination Agreement of the Offcn Future Learning City Project Cooperative Agreement Between
Beijing Offcn Education Technology Co., Ltd and Liaoning Hanhui Industrial Co., Ltd. on December 9, 2021.
Liaoning Hanhui shall return the deposit RMB200 million yuan paid by the Company within 10 days after the
termination of the agreement takes effect and pay the liquidated damages at the bank loan interest rate of 4.75% in
the same period. Both parties confirm that there are no other disputes. Up to now, Liaoning Hanhui has returned the
above-mentioned deposit and paid liquidated damages to the Company. The above matters have been reviewed and
approved by the Company’s general manager's office meeting.
3. The progress in the acquisition of 100% equity of Lu’an Yazhong Real Estate Information Consulting Co., Ltd. and Lu’an
Zhongke Real Estate Information Consulting Co., Ltd. (hereinafter referred to as the "target companies")
The purpose of the acquisitions is to take advantage of the property assets from the target companies to build a
large-scale regional learning base that can be put into use in a short period of time. And with its excellent
geographical location and the convenience brought by the high-speed rail, the learning base can benefit other areas
of Anhui Province and the adjacent central China region, thus quickly relieving the problem of insufficient supply
of supporting hardware for multi-category teaching in the central region and steadily promoting the implementation
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Offcn Education Technology Co., Ltd. 2021 Annual Report
of the Company’s strategic plan. Based on the assessed value of the real estate by Beijing Zhuoxindahua Appraisal
Co., Ltd. on October 31, 2020 (the base date), the Company negotiated and determined that the total price of the
equity transfer transaction of the target companies is RMB 561.2833 million yuan, including RMB 72.1516 million
yuan as the 100% equity transfer price of Lu ’ an Yazhong and RMB 489.1317 million yuan as the 100% equity
transfer price of Lu ’ an Zhongke. The above-mentioned matters have been reviewed and approved at the 16th
meeting of the fifth Board of Directors of the Company. For details of this matter, please refer to the Announcement
on Acquisition of the Equity From Lu’an Yaxia Runnan's Wholly-owned Subsidiary (No. 2020-048) published by
the Company on CNINFO (www.cninfo.com.cn). on December 10, 2020. In April 2021, the target companies
obtained the real estate certificate of the property assets, and in January 2022, the target companies completed the
equity transfer of equity and the change of legal representative and senior executives.
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
-854,983,96 4,564,776,02
1. Shares with trading restrictions 5,419,759,990 87.88% -854,983,969 74.01%
9 1
(1) Shares held by state
(2) Shares held by state-owned
legal person
(3) Other shares held by domestic -854,983,96 4,564,776,02
capital 5,419,759,990 87.88% -854,983,969 74.01%
9 1
Of which: shares held by domestic -534,706,34
legal person
534,706,341 8.67% -534,706,341 0 0.00%
1
Shares held by domestic -320,277,62 4,564,776,02
natural person 4,885,053,649 79.21% -320,277,628 74.01%
8 1
(4) Shares held by overseas capital
Of which: shares held by overseas
legal person
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Shares held by overseas
natural person
2. Shares without trading 1,602,623,36
restrictions 747,639,399 12.12% 854,983,969 854,983,969 25.99%
8
1,602,623,36
(1) RMB ordinary shares 747,639,399 12.12% 854,983,969 854,983,969 25.99%
8
(2) Domestic - listed shares for
oversea investors
(3) Foreign - listed shares for
overseas investors
(4) Other
6,167,399,38
3. Total number of shares 6,167,399,389 100.00% 0 0 100.00%
9
Reasons for changes in shares
□Applicable √ Not applicable
Approval of changes in shares
□ Applicable √ Not applicable
Transfer of share changes
□ 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
increased in released in at the end of sales
beginning of
the period the period the period
the period
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Offcn Education Technology Co., Ltd. 2021 Annual Report
According to
the relevant
Li Yongxin 1,131,415,121 345,000 1,131,070,121 Key executive’s lock-up shares regulations of
key executive’s
lock-up shares
Releasing sales restriction on shares
from major assets replacement and February 1,
Wang Zhendong 962,471,418 721,853,563 240,617,855
shares issued for assets purchase; 2021
Key executive’s lock-up shares
Releasing sales restriction on shares
from major assets replacement and February 1,
Zhang Yongsheng 48,123,570 12,030,893 36,092,677
shares issued for assets purchase; 2021
Key executive’s lock-up shares
Releasing sales restriction on shares
February 1,
Zhang Zhi’an 48,123,570 48,123,570 0 from major assets replacement and
2021
shares issued for assets purchase
Releasing sales restriction on shares
Yang Shaofeng 48,123,570 48,123,570 0 from major assets replacement and February 1,
shares issued for assets purchase 2021
Releasing sales restriction on shares
from major assets replacement and February 1,
Guo Shihong 48,123,570 12,030,893 36,092,677
shares issued for assets purchase; 2021
Key executive’s lock-up shares
Releasing sales restriction on shares
February 1,
48,123,570 48,123,570 0 from major assets replacement and
Liu Bin 2021
shares issued for assets purchase
Beijing Aerospace
Industry Releasing sales restriction on shares
February 1,
Investment Fund 267,353,171 267,353,171 0 from major assets replacement and
2021
(Limited shares issued for assets purchase
Partnership)
Beijing Guangyin
Releasing sales restriction on shares
Venture Capital February 1,
178,235,447 178,235,447 0 from major assets replacement and
Center (Limited 2021
shares issued for assets purchase
Partnership)
1,336,219,67
Total 2,780,093,007 0 1,443,873,330 — —
7
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Section II. Issuance and listing of securities
1. Issuance of securities (excluding preferred shares) during the reporting period
□ Applicable √ Not applicable
2. Explanation of changes in the Company’s total shares and shareholder structure, and changes in the Company’s
asset and liability structure
□ Applicable √ Not applicable
3. Existing internal employee shares
□ Applicable √ Not applicable
Section III. Shareholders and actual controllers
1. Numbers of Shareholders and Shareholdings
Unit: Share(s)
Total number of
Total number of preferred
Total number of shareholders with Total number of shareholders whose
shareholders ordinary shares at preferred shareholders voting rights have
with ordinary the end of the with voting rights been restored at the
158,831 153,843 0 0
shares at the end previous month restored at the end of end of the previous
of the reporting before the the reporting period (if month before the
period disclosure date of any) (See Note 8) disclosure date of
the annual report the annual report (if
any) (See Note 8)
Shareholders with over 5% shares or top 10 shareholders
Increase/decr Pledged, marked or Frozen
Sharehol Number of Number of
Total shares held ease of
Name of Nature of ding shares held shares held
at the end of the shares during Number of
Shareholder shareholder Percenta with sales without sales Status of shares
reporting period the reporting shares
ge (%) restrictions restrictions
period
Lu Zhongfang Domestic natural person 41.36% 2,550,549,260 0 2,550,549,260 0 Pledged 770,000,000
Li Yongxin Domestic natural Person 18.35% 1,131,415,121 0 1,131,070,121 345,000 Pledged 476,150,000
Wang Zhendong Domestic natural person 13.83% 852,885,418 0 721,853,563 131,031,855 Pledged 431,013,878
Beijing Aerospace
Industry Investment Domestic non-state-
4.24% 261,280,477 0 0 261,280,477
Fund (Limited owned legal person
Partnership)
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Beijing Kerui
Technology
Domestic
Innovation
non-state-owned legal 1.44% 89,117,723 0 89,117,723 0
Investment Center
person
(Limited
Partnership)
Beijing Offcn
Future Information Domestic
Consulting Center non-state-owned legal 1.30% 80,000,000 0 0 80,000,000
(Limited person
Partnership)
Zhou Xiayun Domestic natural person 1.28% 78,848,640 0 0 78,848,640 Pledged 64,000,000
Zhou Hui Domestic natural person 1.17% 72,277,920 0 0 72,277,920 Pledged 25,480,000
Beijing Guangyin
Domestic
Venture Capital
non-state-owned legal 1.04% 64,355,896 0 0 64,355,896
Center (Limited
person
Partnership)
Zhou Li Domestic natural person 0.78% 48,185,280 0 0 48,185,280
Strategic investors or ordinary legal person
become the top 10 shareholders by the No
placement of new shares (if any) (See Note 3)
The Company’s controlling shareholder and actual controller Lu Zhongfang and Li Yongxin are in a parent-child
relationship. Lu Zhongfang, Li Yongxin, and Beijing Offcn Future Information Consulting Center (Limited
Partnership) constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son relationship. Zhou
Description of the above-mentioned
Xiayun and Zhou Li have a father-daughter relationship. It is unknown whether there is an associated relationship
shareholders’ relationship or concerted actions
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 rights N/A
and waiver of voting rights
Explanation of for the existence of a special
repurchase account among the top 10 N/A
shareholders (if any) (See Note 10)
Description of top 10 shareholders without sales restrictions
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Type
Name of Shareholder Number of shares without sales restrictions at the end of the reporting period
Type Quantities
Beijing Aerospace Industry Investment Fund RMB ordinary
261,280,477 261,280,477
(Limited Partnership) shares
RMB ordinary
Wang Zhendong 131,031,855 131,031,855
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 Capital Center RMB ordinary
64,355,896 64,355,896
(Limited Partnership) shares
RMB ordinary
Zhou Li 48,185,280 48,185,280
shares
RMB ordinary
Hong Kong Securities Clearing Co.,Ltd. 25,004,586 25,004,586
shares
RMB ordinary
Yang Shaofeng 24,062,680 24,062,680
shares
Sequoia Jincheng (Xiamen) Equity Investment RMB ordinary
18,800,000 18,800,000
Partnership (Limited Partnership) shares
The Company’s controlling shareholder and actual controller Lu Zhongfang and Li Yongxin are in a parent-child
Description of the relationship or concerted relationship. Lu Zhongfang, Li Yongxin, and Beijing Offcn Future Information Consulting Center (Limited
actions among the top 10 shareholders without Partnership) constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son relationship. Zhou
sales restrictions, and between the top 10 Xiayun and Zhou Li have a father-daughter relationship. It is unknown whether there is an associated relationship
shareholders without sales restrictions and the among the above-mentioned other shareholders, and whether the above-mentioned shareholders belong to the
top 10 shareholders parties acting in concert as stipulated in the 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 or short selling business (if any)
Whether the Company’s top 10 ordinary shareholders and top 10 ordinary shareholders without sales restrictions
conducted agreed repurchase transactions during the reporting period
□ Yes √ No
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Offcn Education Technology Co., Ltd. 2021 Annual Report
The Company ’s top 10 ordinary shareholders and top 10 ordinary shareholders without sales restrictions didn ’t
conduct agreed repurchase transactions during the reporting period
2. The controlling shareholders of the Company
Nature of controlling shareholders: natural person holding
Type of controlling shareholders: natural person
Name of controlling shareholder Nationality Whether obtained any permanent residency abroad
Lu Zhongfang China No
Li Yongxin China No
Major occupations and jobs Li Yongxin is the Chairman of the Board of the Company.
Particulars about controlling or holding shares
of other companies listed at home and/or N/A
abroad during the reporting period
Change of controlling shareholder during the reporting period
□ Applicable √ Not applicable
Controlling shareholders of the Company did not change during the reporting period.
3. The actual controllers of the Company and the person acting in concert
Nature of actual controllers: domestic natural person
Type of actual controllers: natural person
Relationship with the Whether obtained any permanent residency
Name of actual controller Nationality
actual controller abroad
Lu Zhongfang herself China No
Li Yongxin himself China No
Acting in concert
Beijing Offcn Future Information
（including agreements,
Consulting Center (Limited China No
relatives, or under
partnership)
common control）
Li Yongxin, the founder and actual controller of the Company, is the current Chairman of the
Major occupations and jobs
Board of the Company.
Particulars about controlling shares
of other companies listed at home
N/A
and/or abroad in past 10 years
Change of actual controller during the reporting period
□ Applicable √ Not applicable
The actual controllers of the Company did not change during the reporting period.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Block diagram of the property rights and control relationship between the Company and the actual controllers
The actual controller controls the Company through trust or other asset management methods
□ Applicable √ Not applicable
4. The Company’s controlling shareholder or the largest shareholder and its concert parties have pledged 80% of
the number of shares held by them
□ Applicable √ Not applicable
5. Other legal person shareholders holding more than 10% of the shares
□ Applicable √ Not applicable
6. Controlling shareholders, actual controllers, restructuring parties and other committed entities with restricted
shareholding reductions
□ Applicable √ Not applicable
Section IV. Details of implementation of share repurchase during the reporting period
Implementation progress of share repurchase
□ Applicable √ Not applicable
Implementation progress of reducing repurchased shares by means of centralized bidding
□ Applicable √ Not applicable
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Chapter 8 Preferred Shares
□ Applicable √ Not applicable
There were no preferred shares during the reporting period.
101
Offcn Education Technology Co., Ltd. 2021 Annual Report
Chapter 9 Corporate Bonds
□ Applicable √ Not applicable
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Chapter 10 Financial Statements
Section I. AUDITOR’S REPORT
Baker Tilly China [2022] No. 15311
To the Shareholders of Offcn Education Technology Co.,Ltd.
I. Opinion
We have audited the accompanying financial statements of Offcn Education Technology Co.,Ltd. (“Offcn Education”
or “the Company”), which comprise the consolidated and parent's balance sheets as at 31 December 2021, and the
2021 consolidated and parent's income statements, the consolidated and parent's statement of cash flows and the
consolidated and parent's statements of changes in owners' equity for the year then ended, and the notes to the financial
statements.
In our opinion, the financial statements of Offcn Education present fairly, in all material respects, the consolidated and
parent's financial position as at 31 December 2021, and the 2021 consolidated and parent's result of operations and cash
flows for the year ended in accordance with the requirements of the Accounting Standards for Business Enterprises.
II. Basis of opinion
We conducted our audit in accordance with China Standards on Auditing (“CAS”). Our responsibilities under those
standards are further described in the Auditor ’ s responsibilities section of our report. We are independent of Offcn
Education in accordance with China Code of Ethics for Certified Public Accountants (the“Code”), and we have fulfilled our
other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Ⅲ.Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matters How our audit addressed the Key Audit Matter
recognition of revenue
For example, in the notes to the financial statements In response to the key audit matter, we performed
" Ⅲ .Notes on important accounting policies and procedures as follows:
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Offcn Education Technology Co., Ltd. 2021 Annual Report
accounting estimates (32)” and VI.Notes to important 1.Understood and tested internal controls relating to
items in consolidated finacial statements (35)”,education recognition of revenue and evaluated the effectiveness of
and training income accounted for 99.26% of the related internal controls.
company’s operating income in 2021. 2.Understood the revenue recognition policies of comparable
companies in the same industry, discussed the characteristics
The company's revenue mainly includes ordinary
of training business with management, checked business
class revenue and agreement class revenue. When the
contracts, identify contract terms and conditions related to
ordinary class face-to-face training service is completed,
education and training services, and evaluated the
all the training fees received in advance are recognized
appropriateness of revenue recognition policies.
as revenue. Revenue from online training in ordinary
classes is recognized on a straight-line basis during the 3.Implemented substantive analysis procedures for revenue
validity period of the service provided. Non-refundable and gross profit margin during the reporting period, evaluated
portion of revenue from agreement class is recognized as the overall rationality of revenue.
revenue upon completion of training services; According 4.Selected samples of the revenue confirmed during the
to the agreement, the refund part is recognized as reporting period, checked the receipts, bank flow, contracts,
revenue when the non-refundable conditions are met. examination announcement and refunds, and evaluated
whether the relevant revenue confirmation is in line with the
In view of the significant amount of education and
company's revenue recognition accounting policy.
training revenue, which is the main source of company's
profits. And the frequent occurrence of transactions, the 5.For the education and training revenue items confirmed
risk of misstatement is high. Therefore, we identified the before and after the balance sheet date, selected samples,
company's education and training revenue as a key audit checked the supporting documents for revenue recognition,
and evaluated whether they are recorded in the correct
matter.
accounting period.
Ⅳ.Other Information
Management of the Company is responsible for the other information.The other information comprises all of the
information included in 2021 annual report of the Company other than the financial statements and our auditor’s report
thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,in doing
so,consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Ⅴ . Responsibilities of Management and Those Charged with Governance for the
Financial Statements
The management is responsible for the preparation of the financial statements that give a true and fair view in
accordance with Accounting Standards for Business Enterprises and designing, implementing and maintaining internal
control as the management determines is necessary to enable the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the management is responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the management either intend to liquidate Offcn Education or to cease operations or have no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Ⅵ. Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with CAS will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with CAS, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:
1) Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override
of internal control.
2) Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. However, our purpose is not to express an opinion on the effectiveness of internal control.
3) Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the management.
4) Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures
105
Offcn Education Technology Co., Ltd. 2021 Annual Report
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor’s report.
However, future events or conditions may cause the Company to cease to continue as a going concern.
5) Evaluate the overall presentation, structure and content of the financial statements, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
6) Acquire sufficient and appropriate audit evidence based on the financial information of the Company or business
activities to express its audit opinion on the consolidated financial statements. We are responsible for the direction,
supervision, and execution of the group audit and assume full responsibility for the audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor’ report unless law or regulation precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Chinese Certified Public
Accountant: Zhou Baiming
Beijing, China (Engagement partner)
28 April,2022
Chinese Certified Public
Li Qiang
Accountant:
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Section II. Financial Statements
The unit of the statement in the financial notes: RMB
1. Consolidated balance sheet
Prepared by: Offcn Education Technology Co., Ltd.
December 31, 2021
Unit: RMB
Items December 31, 2021 December 31, 2020
Current assets:
Monetary funds 1,970,361,272.64 5,950,395,089.12
Settlement reserve
Lendings
Transactional financial assets 346,726,621.74 983,205,858.25
Derivative financial assets
Notes receivable
Accounts receivable 40,374,842.27 21,493,637.66
Receivables financing
Prepayments 1,438,350.00 2,204,120.00
Premium receivable
Accounts receivable reinsurance
Reserve for reinsurance Receivable contracts
Other receivables 219,501,061.83 304,318,966.20
Inc： Interest receivables
Dividends receivables
Buying back the sale of financial assets
Inventory
Contract assets
Assets held-for-sale
Non-current assets due within one year 1,985,873,462.75
Other current assets 36,959,129.80 175,179,650.61
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Total current assets 2,615,361,278.28 9,422,670,784.59
Non-current assets:
Loans and advances
Debt investment 7,058,993.55
Other debt investment
Long-term receivables
Long-term equity investment 46,850,364.40
Other equity investment 130,400,000.00 152,800,000.00
Other non-current financial assets 30,260,000.00 208,450,315.01
Investment property 644,936,541.46 668,014,515.82
Fixed assets 1,770,372,338.85 1,612,792,592.67
Construction in progress 294,785,678.31 214,248,125.04
Productive biological assets
Oil and gas assets
Right-of-use asset 1,342,280,387.08
Intangible assets 866,627,549.85 426,352,455.75
Development expenditure
Goodwill 99,867,720.38 99,867,720.38
Long-term prepaid expenses 380,191,006.38 440,955,377.93
Deferred tax assets 424,027,271.38 21,606,436.77
Other non-current assets 1,652,164,395.78 1,151,091,703.31
Total Non-current Assets 7,689,822,247.42 4,996,179,242.68
Total Assets 10,305,183,525.70 14,418,850,027.27
Current liabilities:
Short-term loan 3,152,945,812.59 3,976,019,329.22
Borrowing from the central bank
Borrowings from banks and other financial institutions
Transactional financial liabilities
Derivative Financial liabilitiels
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Notes payable
Accounts payable 282,032,916.52 211,824,402.86
Deposit received
Contract liabilities 3,063,721,290.28 4,925,428,309.33
Financial assets sold for repurchase
Absorbing deposits and interbank deposits
Acting trading securities
Acting underwriting securities
Payroll payable 422,886,856.60 637,448,433.99
Taxes payable 12,566,751.84 131,111,770.78
Other payable 129,043,599.22 9,479,383.03
Inc：Interest payable
Dividend payable
Fees and commissions payable
Reinsurance amounts payable
Liabilities held-for-sale
Non-current Liabilities due within one year 531,876,007.31
Other current liabilities 91,925,853.39 147,765,156.66
Total Current Liabilities 7,686,999,087.75 10,039,076,785.87
Non-current Liabilities:
Insurance contract reserve
Long-term loan
Bonds payable
Inc: Bonds payable_preferred stock
Bonds payable_perpetual bond
Lease liability 635,691,184.87
Long-term payables
Long-term salary payable
Estimated liabilities
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Deferred Income
Deferred tax liability 93,712,172.62 104,677,444.59
Other non-current liabilities
Total Non-current Liabilities 729,403,357.49 104,677,444.59
Total Liabilities 8,416,402,445.24 10,143,754,230.46
Owners' equity:
Share capital 103,807,623.00 103,807,623.00
Other equity instruments
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 13,200,000.00 30,000,000.00
Special reserve
Surplus reserves 45,000,000.00 45,000,000.00
General risk preparation
Undistributed profits 501,330,081.70 2,870,839,120.70
Total Owners' Equity Attributable To the Parent Company 1,888,818,754.20 4,275,127,793.20
Minority shareholders' equity -37,673.74 -31,996.39
Total Owners' Equity 1,888,781,080.46 4,275,095,796.81
Total Liabilities and Owners' Equity 10,305,183,525.70 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
Items December 31, 2021 December 31, 2020
Current assets:
Monetary funds 59,197,879.74 56,138,356.37
Transactional financial assets 1,573,219.32 1,630,453.37
Derivative financial assets
Notes receivable
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Accounts receivable 28,806,097.45 14,792,320.38
Receivables financing
Prepayments
Other receivables 20,699,731.33 621,900,443.29
Including:interest receivable
Dividend receivable
Inventory
Contract assets
Assets held-for-sale
Non-current assets due within one year
Other current assets
Total current assets 110,276,927.84 694,461,573.41
Non-current assets:
Debt investment
Other debt investment
Long-term receivables
Long-term equity investment 19,190,415,995.14 18,582,307,907.14
Other equity investment 130,400,000.00 152,800,000.00
Other non-current financial assets
Investment property 370,687,463.01 384,641,527.88
Fixed assets 371,414,975.96 383,060,000.00
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 20,529,151.44
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Other non-current assets 1,618,391,145.38 501,095,111.10
Total non-current assets 21,753,878,683.06 20,097,002,801.13
Total assets 21,864,155,610.90 20,791,464,374.54
Current liabilities:
Short-term loan 1,201,317,569.59 871,083,875.00
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 1,600,302.00 1,437,291.71
Other payable 1,307,916,006.49 446,606,530.72
Including:interest payable
Dividend payable
Liabilities held-for-sale
Non-current liabilities due within one year
Other current liabilities
Total current liabilities 2,594,455,630.34 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
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Deferred tax liability 4,418,304.83 10,007,613.34
Other non-current liabilities
Total non-current liabilities 4,418,304.83 10,007,613.34
Total Liabilities 2,598,873,935.17 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 13,200,000.00 30,000,000.00
Special reserve
Surplus reserves 387,458,806.65 387,458,806.65
Undistributed profits -78,102,890.25 18,522,745.53
Owners’equity 19,265,281,675.73 19,378,707,311.51
Liabilities and owner’s equity 21,864,155,610.90 20,791,464,374.54
3.Consolidated income statement
Unit: RMB
Items 2021 2020
I.Total operating income 6,911,723,331.79 11,202,494,295.04
Inc: Operating income 6,911,723,331.79 11,202,494,295.04
Interest income
Premium earned
Fee and commission income
II. Total operating costs 9,842,898,477.96 9,152,970,989.56
Inc: Operating costs 4,993,717,363.58 4,567,326,931.44
Interest expense
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Fee and commission expenses
Surrender money
Net reimbursement expenditure
Withdrawal of net insurance liability contract reserves
Policyholder dividend expenses
Reinsurance expenses
Taxes and surcharges 35,355,169.74 12,738,714.63
Sales expenses 2,105,098,912.06 1,811,790,113.16
Management expenses 1,315,643,022.03 1,279,869,207.37
Research and development expenses 901,469,538.57 1,050,697,333.79
Financial expenses 491,614,471.98 430,548,689.17
Inc:Interest 274,734,405.81 172,114,852.12
Interest income 58,235,304.20 33,148,136.69
Add: Other income 96,084,140.34 335,711,072.77
Investment income (Loss is listed with "-") 79,269,900.92 256,543,458.65
Including: investment income from associates and joint
-2,149,635.60
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 "-") -21,490,322.52 20,984,385.76
Expected credit loss(Loss is listed with "-") -8,529,849.40 -1,171,052.83
Asset impairment loss(Loss is listed with "-")
Asset disposal income(Loss is listed with "-") -163,075.82 162,043.59
III. Operating profit (Loss is listed with "-") -2,786,004,352.65 2,661,753,213.42
Add: non-operating income 18,141,095.89 65,303.00
Less: non-operating expenses 1,303,782.47 674,641.85
IV. Total profit(The total loss is listed with "-") -2,769,167,039.23 2,661,143,874.57
Less: Income tax expenses -399,652,322.88 356,812,108.72
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V. Net profit (Net loss is listed with "-") -2,369,514,716.35 2,304,331,765.85
i. Classified by business continuity
1.Net profit from continuing operations (Net loss is listed with "-") -2,369,514,716.35 2,304,331,765.85
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 -2,369,509,039.00 2,304,357,742.74
2.Net profit attributable to minority shareholders -5,677.35 -25,976.89
VI. Net other comprehensive income -16,800,000.00 -7,500,000.00
Net other comprehensive income after tax attributable to the parent company
-16,800,000.00 -7,500,000.00
owner
i. Other comprehensive income that cannot be reclassified into profit or
-16,800,000.00 -7,500,000.00
loss
1.Inc: 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 the fair value of other equity instruments -16,800,000.00 -7,500,000.00
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.Other credit impairment provisions for investment of creditor's
rights
5.Effective portion of profit or loss on cash flow hedging
6.Foreign currency financial statement translation difference
7.Other
Net other comprehensive income after tax attributable to non-controlling
interest
VIII. Total comprehensive income -2,386,314,716.35 2,296,831,765.85
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Total comprehensive income attributable to owners of the parent -2,386,309,039.00 2,296,857,742.74
Total comprehensive income attributable to minority shareholders -5,677.35 -25,976.89
IX. Earnings per share
Basic earnings per share -0.38 0.37
Diluted earnings per share -0.38 0.37
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
Items 2021 2020
I. Operating income 14,831,488.06 14,829,393.86
Less:operating cost 11,230,514.83 11,336,628.27
Taxes and surcharges 4,240,824.77 4,239,288.81
Sales expenses
Management expenses 25,966,438.27 6,007,122.13
R&D expenses
Financial expenses 47,042,556.34 32,313,823.38
Including:interest expenses 47,157,530.56 32,029,291.66
Interest income 134,790.30 63,868.28
Add:other income 138,234.55 919,605.04
Investment income(Loss is listed with “-”) -836,172.91 249,600.00
Including: investment income from -2,174,511.83
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 42,765.95 28,771.73
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Offcn Education Technology Co., Ltd. 2021 Annual Report
“-”)
Expected credit loss (Loss is listed with “-”) -1,557,086.35 -778,543.18
Asset impairment loss (Loss is listed with “-”)
Asset disposal income (Loss is listed with “-”) -223,987.77
II.Operating profit(Loss is listed with “-”) -76,085,092.68 -38,648,035.14
Add: non-operating income
Less: non-operating expenses
III. Total profit(The total loss is listed with “-”) -76,085,092.68 -38,648,035.14
Less:income tax expenses 20,539,842.93 -9,717,029.89
IV. Net profit(Net loss is listed with “-”) -96,624,935.61 -28,931,005.25
i. Net profit from continuing operations(Net loss
is listed with “-”) -96,624,935.61 -28,931,005.25
ii. Net profit from discontinued
operations(Net loss is listed with “-”)
V. Net other comprehensive income -16,800,000.00 -7,500,000.00
i. Other comprehensive income that cannot be
reclassified into profit or loss -16,800,000.00 -7,500,000.00
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 -16,800,000.00 -7,500,000.00
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
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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 -113,424,935.61 -36,431,005.25
VII. Earnings per share:
ⅰ Basic earnings per share
ⅱ Diluted earnings per share
5.Consolidated cash flow statement
Unit: RMB
Items 2021 2020
I.Cash Flows from Operating Activities:
Cash received from the sale of goods and the services 5,172,563,759.32 13,887,896,355.44
Net increase in customer deposits and interbank deposits
Net increase in borrowing from central bank
Net increase in funds borrow 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
Taxes refund
Other cash received related to other business activities 171,941,814.92 282,559,487.03
Subtotal of cash inflow from operating activities 5,344,505,574.24 14,170,455,842.47
Cash paid for the purchase of goods and services 1,687,330,079.68 1,992,245,380.72
Net increase in customer loans and advances
Net increase in deposit of central bank and interbank
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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 6,340,168,377.45 5,483,601,700.80
Various taxes paid 295,559,702.01 428,071,845.08
Other cash paid for business activities 1,119,408,964.00 1,384,067,813.96
Subtotal of cash outflows from business activities 9,442,467,123.14 9,287,986,740.56
Net Cash Flow from Operating Activities -4,097,961,548.90 4,882,469,101.91
II.Cash Flows from Investing Activities:
Cash received from investment recovery 8,918,329,229.00 41,255,088,090.00
Cash received from investment income 247,231,808.99 194,836,246.67
Net cash received from disposal of fixed assets, intangible assets and other
3,012,387.24 206,748.59
long-term assets
Net cash received from disposal of subsidiaries and other business units 51,000,000.00
Other cash received related to investing activities 200,000,000.00
Subtotal of cash inflows from investing activities 9,419,573,425.23 41,450,131,085.26
Cash paid for the purchase and construction of fixed assets, intangible
1,366,834,155.42 1,325,074,196.98
assets and other long-term assets
Cash paid for investment 6,312,200,000.00 41,033,698,090.00
Net increase in pledge loans
Net cash paid for aquiring subsidiaries and other business units
Other cash paid related to investing activities 200,000,000.00
Subtotal of cash outflows from investment activities 7,679,034,155.42 42,558,772,286.98
Net Cash Flow from Investing Activities 1,740,539,269.81 -1,108,641,201.72
III.Cash Flows from Financing Activities:
Cash received from investment absorption
Including:cash received from subsidiaries in absorbing minority
shareholders'investment
Cash received from loans 4,569,000,000.00 5,269,000,000.00
Other cash received related to fundraising activities 1,000,000.00
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Sub-total of cash inflows from financing activities 4,569,000,000.00 5,270,000,000.00
Cash paid for debt repayment 5,389,000,000.00 4,167,000,000.00
Cash paid for dividends, profits or interest payments 196,236,215.13 1,649,792,933.80
Including:dividends and profits paid by subsidiaries to minority
shareholders
Other cash paid related to financing activities 606,571,985.34 1,333,478.85
Subtotal of cash outflows from financing activities 6,191,808,200.47 5,818,126,412.65
Net Cash Flow from Financing Activities -1,622,808,200.47 -548,126,412.65
IV.Effect of the changes of the exchange rate on cash and the equivalents
V.Net Increase in Cash and Cash Equivalents -3,980,230,479.56 3,225,701,487.54
Add: balance of cash and cash equivalents at the beginning of the period 5,950,036,489.12 2,724,335,001.58
VI.Balance of cash and cash equivalents at the end of the period 1,969,806,009.56 5,950,036,489.12
6. Parent company cash flow statement
Unit:RMB
Items 2021 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 800,735,886.99 407,436,454.23
Subtotal of cash inflow from operating activities 800,735,886.99 407,436,454.23
Cash paid for the purchase of goods and services
Cash paid to and for employees
Various taxes paid 4,860,974.71 5,086,642.85
Other cash paid for business activities 1,030,790,404.92 610,796,109.47
Subtotal of cash outflows from business activities 1,035,651,379.63 615,882,752.32
Net cash flow from operating activities -234,915,492.64 -208,446,298.09
II. Cash flows from investing activities:
Cash received from investment recovery 82,700,000.00
Cash received from investment income 1,338,338.92 1,700,249,600.00
Net cash received from disposal of fixed assets, intangible assets and 2,507,345.00
other long-term assets
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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 86,545,683.92 1,700,249,600.00
Cash paid for the purchase and construction of fixed assets, intangible
55,497.58 300,000,000.00
assets and other long-term assets
Cash paid for investment 131,600,000.00 501,500,000.00
Net cash paid for acquiring subsidiaries and other business units
Other cash paid related to investing activities
Subtotal of cash outflows from investment activities 131,655,497.58 801,500,000.00
Net cash flows from investing activities -45,109,813.66 898,749,600.00
III. Cash flow from financing activities:
Cash received from investment absorption
Cash received from the loan 1,200,000,000.00 1,100,000,000.00
Other cash received related to fundraising activities 1,000,000.00
Subtotal of cash inflows from financing activities 1,200,000,000.00 1,101,000,000.00
Cash paid for debt repayment 870,000,000.00 230,000,000.00
Cash paid for dividends, profits or interest payments 46,923,835.97 1,511,121,270.02
Other cash paid related to financing activities 1,333,478.85
Subtotal of cash outflows from financing activities 916,923,835.97 1,742,454,748.87
Net cash flow from financing activities 283,076,164.03 -641,454,748.87
IV. Effect of the changes of the exchange rate on cash and the equivalents
V. Net increase in cash and cash equivalents 3,050,857.73 48,848,553.04
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 58,831,214.10 55,780,356.37
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7.Consolidated Statement of Changes in Owners' Equity
Unit: RMB
Unit: RMB
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8.Statement of Changes in Owners' Equity
Unit: RMB
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Unit: RMB
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Section III. General Information
1. Overview of the company
Offcn Education Technology Co.,Ltd.（referred to as the “company” or “the company”）was formerly known as Yaxia
Automobile Co.,Ltd.（refered to as “Yaxia Automobile”），Yaxia Automobile ,a limited company established by Wuhu Yaxia
Industrial Co., Ltd. On 30 November 30 2006, obtained the Enterprise Business license of Enterprise Legal Person NO.
3402012104768 issued by Wuhu Administration for industry and commerce. Yaxia Automobile was approved by the China
Securities Regulatory Commission (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 22 million RMB ordinary shares to the public and traded
on the Shenzhen Stock Exchange in August 2011. The controlling shareholder is Anhui Yaxia Industrial Co., Ltd. (referred to
as “Yaxia Industrial”).On 1 July 2016, the company obtained the No. 91340200711040703A“Enterprise Business license
of Enterprise Legal Person” issued by the Wuhu Administration for Industry and Commerce. As of 31 December 2021, the
company's share capital is RMB 6,167,399,389.00.
In accordance with the resolution of the third extraordinary general meeting of shareholders of Yaxia Automobile in
2018 and the resolution of the 24th meeting of the 4th Board of Directors, and approved by the China Securities Regulatory
Commission's Securities Regulatory Commission (2018) 1975, “On the approval of the major asset restructuring of Yaxia
Automobile Co., Ltd. and the issuance of shares to Lu Zhongfang and other assets of the approval of assets ” that Yaxia
Automobile swapped all assets and liabilities (“exchange-out assets”) other than the retained assets that do not constitute
business as of the date of the assessment of the benchmark for the equivalent portion (“exchange-in assets”) of 100.00% of
the equity in Beijing Zhonggong Education Technology Co., Ltd. (referred to as "Zhonggong Limited") respectively held by
11 counterparts, including Li Yongxin.And pay the difference between the exchange-out assets and the exchange-in assets
by issuing shares.
On 27 December 2018, Yaxia Automobile and the counterpart Yaxia Industrial signed the Confirmation of Delivery of
Assets. The closing date of the exchange-out assets is 27 December 2018, from the date of delivery, Yaxia Automobile, the
counterparty will complete the delivery obligations, regardless of whether the exchange-out assets (including but not limited
to land use rights, home ownership, intellectual property rights and qualifications, permits, other intangible assets, etc.) is
actually completed, the ownership of the assets belongs to Yaxia Industrial, and all the rights, obligations, responsibilities
and risks related to the disposed assets (including contingent liabilities, hidden liabilities) are owned and undertaken by
Yaxia Industrial, which has the actual control and disposal rights over the exchange-out assets, and Yaxia Automobile no
longer has any actual rights. On the same day, Zhonggong Limited completed the registration procedures for industrial and
commercial changes on shareholder changematters. After the completion of this alteration, Yaxia Automobile holds a
100.00% stake in Zhonggong Limited, accordingly, the controlling shareholder and actual controller of the company will be
changed to Li Yongxin and Lu Zhongfang. On 2 February 2019, Yaxia Automobile changed its name and changed its scope
of business.
On 23 January 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.
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Unified social credit code：91340200711040703A
Company residence： Wujiang District, Wuhu City, Anhui Province, Yaxia Automobile City, Beijiang North
Road.
Headquarters Address：23 Hanhua Century Building B, Xueqing Road, Haidian District, Beijing
The nature of the industry：Education
Customer nature：Mainly natural persons
Scope of business: technology development, technical services, technology promotion, technology transfer ,technical
consulting and technology education and training (only branch to carry out this business)in the field of education and
science ; offering exhibition services, organizing cultural and artistic exchange activities (excluding performances),
conference services, and consult business management.(Projects subject to approval according to law can only carry out
business activities after approval by the relevant departments)
The financial reporting was approved by the Board of Directors of the Company on 28 April 2022.
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 VIII (1)“Interest in subsidiaries”of this
report. Changes in the scope of consolidated financial statements are detailed in Note VII “Changes In The Consolidated
Scope” of this report.
Section IV. Basis Of Preparation Of Financial Statements
1. Basis of preparation
The financial statements are prepared on a going concern basis，according to the practical transactions，in accordance
with the relevant provisions of the Accounting Standards for Business Enterprises, 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 31 December 2021. After using all
available information to make an assessment, it did not find any matters and situations that have significant doubts about
the ability to continue operations. It is reasonable to prepare financial statements based on a going concern basis.
Section V. The Company ’ s Significant Accounting Policies And Accounting
Estimates
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Offcn Education Technology Co., Ltd. 2021 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
Accounting Standards for Business Enterprises and its application guidelines, interpretations, and other relevant
regulations (collectively referred to as "Enterprise Accounting Standards") issued by the Ministry of Finance, which truly and
completely present the company's financial position , financial performance,cash flows and other information for the year
then ended.
In addition, the financial report compiled by reference to the listing and disclosure requirements of the disclosure
provisions 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 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 and business cycle
The Company’s accounting period starts from 1 January and ends on 31 December.
3. Recording currency
The Company adopts Renminbi (RMB) as their recording currency.
4. Measurement attributes of the report items change and used in the current period
Measurement attributes are adopted by the company including history cost，replacement cost，net realizable value，
present value，and fair value.
5. Business combinations
5.1 The accounting treatment of business combinations involving enterprises under common control
The company realize achieve 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 is 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 from company and the book value of the
consideration the combination of payment (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 acquirer’ interest in the fair value of the acquiree’ 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. The acquiree combination costs after reviews are still less than the fair value of
identifiable net asset, the difference will be included into the current profits and losses.
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By step-by-step multiple transaction to achieve business combinations not under common control should be 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 and. arising from changes in the fair value of investment in other equity instruments held.
（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 multiple transactions to the loss of control of subsidiaries
(1)Determine whether the various transactions in the process of step-by-step disposal of equity to the loss of control of
subsidiaries belong to the "package deal" principle
Generally transactions in stages are treatment as a package deal in accounting if the transaction terms, conditions,
and economic impact of 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) Each transaction in the process of disposing of the equity in stages to the loss of control of the subsidiary belongs
to the "package deal" accounting method
Disposal of various transactions in the equity investment of the subsidiary until the loss of control belongs to a package
of transactions, each transaction should be accounted for as a transaction that disposes of the subsidiary and loses control;
however, Before losing he control each time, the difference between the price and the share of the subsidiary's net asset
share corresponding to the disposal of the investment shall be recognized as other comprehensive income in the
consolidated financial statements, and shall be transferred to the profit and loss for the period when control 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 the equity and the fair value of the remaining
equity, minus the difference between the shares of the net assets that should be continuously calculated by the atomic
company since the purchase date based on the original shareholding ratio, shall be included in the investment income of
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the period when the company loses control.. Other comprehensive income related to the original subsidiary 's equity
investment shall be converted to current investment income or retained earnings when control is lost.
（3）Each transaction in the process of disposing of equity in steps to the loss of control of a subsidiary is not an
accounting treatment of “package deal”
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 asset to the disposal 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 disposing of the loss of control over the investment in a subsidiary, 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
have been calculated by the original subsidiary from the date of purchase based on the original shareholding ratio is
included in the Investment income. Other comprehensive income related to the equity investment of the original subsidiary
shall be converted to current investment income or retained earnings when control is lost.
6. Preparation of consolidated financial statements
Consolidated financial statements are based on the Parent’s and its subsidiaries’ financial statements in accordence
with Accounting Standards for Business Enterprises No.33 – Consolidated financial statement.
7. Classification of joint arrangement and accounting methods of joint operations
7.1 Joint venture arrangements classification and Co-operation accounting treatment
A joint arrangement refers to an arrangement jointly 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 economic activity as required in the contract, and only exists
when all investors sharing such control related to the activity 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, relating to the arrangement. A joint
venture is a joint arrangement whereby the joint ventures only have the rights to the net assets under this arrangement.
7.2 Accounting treatment of joint venture arrangement
A joint operator shall recognize the following items in relation to its interest 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
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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.
8. Criteria for the determination of cash and cash equivalents
The term "cash" of 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 acquisition date) and highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of
changes in value.
9. Foreign currency transaction and foreign currency statement translation
9.1 Transactions denominated in foreign currencies
On initial recognition, a foreign currency amount, including share capital and capital reserves, is translated into
functional currency 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 and foreign
currency non-monetary items, shall be adjusted: foreign currency monetary items, of which the exchange difference
between initial exchange rate and the spot exchange rate at the end of the period, shall be recognized into profit and loss
for the period; exchange differences related to a specific-purpose borrowing denominated in foreign currency for
constructing an asset that qualifies for capitalization shall be capitalized before it’s ready for intended use and recognized
into cost of construction in progress; foreign currency non-monetary items measured at fair value, the difference of which
shall be recognized into profit and loss for the period as fair value changes.
9.2 Translation of financial statements denominated in foreign currencies
The assets and liabilities of the balance sheet are translated using the spot exchange rate at the balance sheet date;
all items except for 'undistributed profits' of the owner's equity are translated at the spot exchange rate on the transaction
date. The revenue and expenses in the income statement are translated using the approximate rate of the spot exchange
rate on the transaction date. Differences arising from the translation of foreign currency financial statements are recognised
as the other comprehensive income.
10. Financial instruments
10.1 Recognition and derecognition of financial instruments
The company recognizes a financial asset or a financial liability when it becomes one party to the contractual
provisions of the instrument.
All regular ways purchasing or selling of financial assets are recognized and derecognized on a trade date basis.
Regular way purchasing or selling, means that receive or deliver financial assets within the time limit stipulated by
regulations or common practices, as agreed in the terms of the contract. Trade date, is the date the company promises to
buy in or sell out the financial assets.
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The company derecognize the financial assets(either a part, or a part of a similar group),which is writing it off the
balance sheet, if following conditions are met:
（1）Expiration of the right to receive cash flow from financial assets;
（2）The right to receive cash flow from financial assets has been transferred, or bear the obligation to pay all cash
received to third party in time due to “Hand-Over arrangement”; and (a) all risks and benefits of the financial assets has
been transferred virtually, or (b) though not all risks and benefits of the financial assets has been transferred, but lose 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 has initially been classified as follows: financial assets at amortized cost,
and financial assets at fair value through other comprehensive income,financial assets at fair value through profit or loss.
Subsequent measurement of financial assets depends on its categories.
The company's classification of financial assets is based on the company's business model and its characteristics of
cash flow.
（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 flow; The contractual terms of the
financial asset stipulate that the cash flow generated on a specific date is only the payment of the principal and the interest
based on the outstanding principal amount. For such financial assets, using effective interest rate method and
subsequently measure at amortized cost, 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 investment at fair value through other comprehensive income when following
conditions are met:the company’s business model for managing financial assets targets both the collection of contractual
cash flows and the sale of financial assets; The contractual terms of the financial asset stipulate that the cash flow
generated on a specific date is only the payment of the principal and the interest based on the outstanding principal amount.
For such financial assets, subsequently measure at fair value. The discount or premium is amortized using the effective
interest method and recognized as interest income or expense. Except for the impairment loss and the exchange
differences of foreign monetary financial assets are recognized as profit or loss for the period, the changes in the fair value
of such financial assets are recognized in other comprehensive income, the accumulated gains or losses is transferred to
profit or loss until it’s 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
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comprehensive income, and only the related dividend income is recognized in profit or loss. The accumulated gains or
losses is transferred to retained earnings until it’s derecognized.
（4）Financial assets at fair value through profit or loss
Any financial assets that are not held in one of the two business models 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.For such financial assets,
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 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 assets 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 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.
The company determines the classification of financial liabilities at initial recognition. For financial liabilities measured
at fair value through profit or loss, the related transaction expense is directly recognized in current profit or loss. The related
transaction expense 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
Based on amortized cost, subsequently measure it using the effective interest rate method.
（2）Financial liabilities at fair value through profit or loss
It includes financial liabilities (including derivatives that are financial liabilities) and financial liabilities that are
designated 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 of the financial assets and financial liabilities offset
each other shall be shown in the balance sheet: there is a legal right to offset the recognized amount, and such legal right is
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currently enforceable;Plans to liquidate the financial asset on a net basis or simultaneously liquidate the financial liability.
10.5 Impairment of financial assets
Based on expected credit losses, the Company undertakes impairment treatment and confirms loss provisions of
financial assets at amortised cost, debt instrument investments at fair value through other comprehensive income and
financial guarantee contracts.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 and whose changes are accounted for in
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 Note IX of this report for
details. “Risks Associated With Financial Instruments”.
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 enterprise 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 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 enterprise 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.
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Stage 3: credit impairment occurs after initial recognition
For the financial instrument in this stage, the enterprise shall calculate 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 enterprise shall calculate
the interest income at its 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 enterprise 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 its 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 enterprise determine financial instruments, the lower the risk of default in the borrowers in the short-term ability to
fulfill its obligation to pay the contract cash flow is very strong, and even the economic situation and business environment
in a long term adverse change, also will not necessarily reduce the borrower's ability to fulfill its obligation to pay the
contract cash flow, then the financial instruments can be seen as a lower credit risk.
（3）Receivables and lease receivables
The company for the accounting standards for enterprises no. 14 - revenues, excluding provisions by major financing
elements (including according to the criteria does not consider no more than a year of financing elements) in the contract of
receivables, the simplified model of credit losses, always in accordance with the expected amount of credit losses
throughout the duration of measuring its losses.
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 chooses to adopt 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 asset 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 financial assets are abandoned, derecognize the financial assets and recognize the assets and liabilities; If not
abandoned, 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
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lower of 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. Accounts receivable
For accounts receivable, whether significant financing is involved 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 information at a reasonable cost, the company
chooses to calculate the credit loss individually. When a single financial asset cannot evaluate the expected credit loss
information at a reasonable cost, the company will divide the accounts receivables into several combinations 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:
Combination Type The basis for determining 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,
combines the current situation and the forecast of future economic conditions, and prepared a comparison table between
the age of accounts receivable and the expected credit loss rate for the entire duration to calculate the expected credit loss.
12. Receivables financing
If a financial asset meets the following conditions at the same time, it is classified 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
contract 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 payments of principal and interest based on the amount of outstanding principal.
The company will transfer the receivables held in the form of discount or endorsement, and this type of business is
more frequent and the amount involved is larger whose management business model is essentially to receive both contract
cash flows and sell.In accordance with the relevant provisions of financial instruments. the company classifies them as
financial assets that measure changes at fair value and account for changes in other comprehensive income.
13. Other receivables
The company adopts the general model of expected credit loss to deal with other receivables, as detailed in Note III
(10) “Financial Instruments”.
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The company considers all reasonable and substantiated information, including forward-looking information, to
estimate the expected credit losses of other receivables individually or in combination.
When individual financial assets can expect credit losses at a reasonable cost evaluation of information, the company
choose individual credit losses, when individual financial assets not credit losses at a reasonable cost evaluation of
information, the company on the basis of credit risk characteristics could be divided into several other receivables portfolio,
based on the combination of computing expected credit losses, determine the basis of a combination is as follows:
Type Basis
Combination 1 Amounts due from related parties
Combination 2 Staff receivables, deposits, security deposits
Combination 3 Receivables other than Portfolio 1, Portfolio 2
For other receivables divided into portfolios, the company calculates the expected credit loss through default risk
exposure and expected credit loss rate in the next 12 months or the whole duration, by referring to the historical credit loss
experience and combining the current situation with the forecast of future economic conditions.
14. Inventory
14.1 Classification of inventories
Inventories refer to the finished goods or commodities held for sale in daily activities, goods in progress in the
production process, consumed materials and supplies in the production process or providing services of the Company.
14.2 Measurement of inventories transferred out
Finished goods are accounted for using the weighted average at the end of the month method upon issuance.
14.3 Basis for determining net realizable value of inventories and provision methods for decline in value of inventories.
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 of goods
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 at the time of completion, the estimated selling expenses and related taxes;on the balance sheet date, some of
the same inventory has if the contract price is agreed and there is no contract price in other parts, the net realizable value is
determined separately and compared with its corresponding cost to determine the amount of the provision for inventory
depreciation or reversal.
14.4 Inventory count system
The perpetual inventory system is maintained for stock system.
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14.5 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.
15. Contract asset
1.Confirmation methods and standards of contract assets
The company presented as contract assets or contract liabilities in the statement of financial position based on the
relationship between performance obligations and customer payments.The right that the company are entitled to collect the
consideration for having transferred goods or services to the client（except receivables）is presented as contract asset.
2. Determination methods and accounting treatment methods of expected credit loss of contract assets
The company adopts the simplified expected credit loss model for contract assets, regardless of whether it contains
major financing components, that is, the loss reserves are always measured according to the amount of expected credit
losses during the entire lifetime, and the resulting increase or reversal of the loss reserves are included in the current profit
and loss as an impairment loss or gain.
16. Assets held-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
and a firm purchase commitment 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 carrying amount). 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 was 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 proportion of the book value of various
non-current assets measured in the disposal group according to the application of this standard measurement.
Proportionately deducts its book value.
If the fair value of the non-current assets held for sale on the balance sheet date is less than the net value of the selling
expenses, the amount of the previous write-down shall be restored and the impairment of assets recognized after being
classified as held for sale shall be made. 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 fair value of the disposal group held for sale on the subsequent balance sheet day is increased, the net amount after the
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sale expense is increased, the amount of the previously written down amount shall be restored, and shall apply to the
measurement requirements of this standard after being classified as held for sale. The impairment loss of assets confirmed
by non-current assets is reversed within the amount, and the reversed amount is included in the current profit or loss. The
carrying amount of the goodwill that has been eliminated and the non-current assets applicable to the measurement of this
standard will not be reversed if it is recognized before the assets are classified as held for sale. The subsequent reversal of
the asset impairment loss confirmed by the disposal group held for sale shall be based on the proportion of the book value
of various non-current assets measured and applied in the disposal group in addition to goodwill, and shall increase its
book value proportionately.
The company is committed to a sale plan involving loss of control of subsidiary shall classify all the assets and liabilities
of that subsidiary held for sale in consolidated balance sheets when the above criteria are met, regardless of whether the
Company retain a non-controlling interests in its former subsidiary after the sale.In the balance sheets of parent company
the investment should be classified as held for sale in full.
17. Debt investment
The Company uses the general model of expected credit losses for debt investment. For details, please refer to Note
III.(10) .“Financial Instruments”.
18. Long-term equity investment
18.1 Determination of investment costs
（1）The business combinations under common control, the combined party to pay in cash, transfers non-cash assets,
assumed debt or equity securities as combined consideration, on the combining date according to the owner's equity in the
combined party on the final control party's share of the book value of the consolidated financial statements as its initial
investment cost. The difference between initial investment cost in the long-term equity investment and book value of the
paid merger consideration of the total amount of the face value of the issued shares to adjust capital reserves; if capital
reserves are insufficient to write-downs, it needs to adjust the retained earnings.
Where a business combination under the same control is realized step by step, the combination date calculated on the
basis of the shareholding ratio shall enjoy the share of the book owner ’ s equity of the combined party as the initial
investment cost of the investment. 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 paid on the
merger date is adjusted for capital reserve (capital premium or equity premium).if capital reserve insufficient to offset,then
adjust retained earnings.
（2）The business combinations not under common control, in accordance with the payment of the fair value of the
merger consideration is its initial investment cost on the acquisition date.
（3）Except for the formation of enterprise merger: if the purchase price 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).
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17.2 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.
Under the cost method, a long-term equity investment is measured at initial investment cost . Except for cash dividends
or profits already declared but not yet paid that are included in the price or consideration actually paid upon acquisition of
the investment, 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 time whether long-term investment in accordance with the
relevant policy considerations of the declined value of asset impairment.
For checking by the equity method, the initial investment cost of the long-term equity investment is not adjusted if it is
greater than the fair value share of the net identifiable assets of the investee in the 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 balance is charged to 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 confirmation of the invested entity shall be
accorded to the net profits and losses of the share, in order to obtain the invested entity, when the fair value of the
identifiable assets such as basis, according to the company's accounting policies and accounting periods, and offset and
associated enterprises and joint ventures between insider trading profits and losses according to the shareholding
calculation belongs to part of the investment enterprise (but insider trading loss belongs to the asset impairment loss,
should be a full confirmation), net income of the invested entity after adjustment for confirmation. According to the profit or
cash dividend declared to be distributed by the investee, calculate the share payable, and correspondingly reduce the book
value of the long-term equity investment. 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.
17.3 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.
17.4 Disposal of long-term equity investments
（1）Partial disposal of a long-term equity investment in a subsidiary without loss of control
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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 by 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.
17.5 Methods of impairment assessment and determining the provision for impairment loss
For the long term investment in subsidiaries, joint venture and associates, The Company reviews the long-term equity
investments at each balance sheet date to determine whether there is any indication that they have suffered an impairment
loss. If an impairment indication exists, the recoverable amount is estimated. If such recoverable amount is less than its
carrying amount, a provision for impairment losses in respect of the deficit is recognized in profit or loss for the period.
19. Investment property
19.1 The Company’s investment properties include a land use right that is leased out; a land use right held for transfer
upon capital appreciation; and a building that is leased out.
19.2 The Company uses the cost model for subsequent measurement of investment property, and adopts a
depreciation or amortization policy for the investment property, which is consistent with that for fixed assets or intangible
assets. The Company reviews the investment properties at each balance sheet date to determine whether there is any
indication that they have suffered an impairment loss. If there is any indication that such assets may be impaired, the
recoverable amounts are estimated for such assets. If the recoverable amount of an asset or an asset Company is less
than its carrying amount, the deficit is accounted for as an impairment loss and is recognized in profit or loss for the period.
20. Fixed asset
20.1 Recognition, measurement and depreciation criteria for fixed assets
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.
20.2 Deprecation methods for each category of fixed assets
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Depreciation Residual value Annual depreciation
Category Deprecation methods
period (years) rate (%) rate (%)
Houses and buildings Straight-line depreciation method 20-40 5 2.38-4.75
Decoration of fixed assets Straight-line depreciation method 4-10 -- 10.00-25.00
Transportation equipment Straight-line depreciation method 4 5 23.75
Electronic equipment Straight-line depreciation method 3-5 5 19.00-31.67
Office equipment Straight-line depreciation method 3-5 5 19.00-31.67
20.3 Impairment method of fixed assets, impairment preparation provision method
The date of balance sheet, some indications state clearly that the fixed assets conduct impairment, according to the
difference between the book value and recoverable amount provision the corresponding impairment loss.
21. Construction in progress
21.1 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.
21.2 The Company assesses at each balance sheet date whether there is any indication that construction in progress
may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are estimated for such
assets.
22. Borrowing cost
22.1 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 are recognized as an expense in the period in which they are
incurred.
22.2 Period of capitalization
（ 1 ） Borrowing costs directly attributable to the acquisition, construction or production of qualifying asset 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.
（ 2 ） Capitalization of borrowing costs ceases when the qualifying asset being acquired, constructed or produced
becomes ready for its intended use or sale. 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
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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，the borrowing costs stop capitalization.
22.3 Capitalization amount of borrowing costs
Where funds are borrowed under a specific-purpose borrowing, the amount of interest to be capitalized is the actual
interest expense incurred on that borrowing for the period less any bank interest earned from depositing the borrowed
funds before being used on the asset or any investment income on the temporary investment of those funds. Where funds
are borrowed under general-purpose borrowings, 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-purpose borrowings.
23. Right-of-use assets
Except for short-term leases and leases for which the underlying asset is of low value, at the commencement date of
the lease, the Company recognizes a right-of-use assets.
The Company measures the right-of-use assets at cost. The cost of the right-of-use assets comprises:
23.1 The amount of the initial measurement of the lease liabilities.
23.2 Any lease payments made at or before the commencement date, less any lease incentives.
23.3 Any initial direct costs incurred by the Company.
23.4 An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the
site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the
lease.
The company recognizes and measures the costs mentioned in item 4 above in accordance with the ASBE No. 13 -
Contingencies.
Initial direct costs are the incremental costs incurred to achieve the lease. Incremental costs are those costs that would
not have been incurred if the enterprise had not acquired the lease.
Right-of-use assets are depreciated by the Company in accordance with the ASBE No.4 Fixed Assets. If the Company
is reasonably certain, that the lease will transfer ownership of the underlying asset to the Company by the end of the lease
term, the right-of-use assets is depreciated from the commencement date to the end of the useful life of the underlying
asset. Otherwise, the right-of-use assets is depreciated from the commencement date to the earlier of the end of the useful
life of the right-of-use assets or the end of the lease term.
The Company applies ASBE No. 8 Impairment of Assets, to determine whether the right-of-use assets are impaired
and perform accounting treatment to identified impairment loss.
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24. Intangible assets
24.1 Intangible assets, including land use rights etc. are recognized at costs.
24.2 Intangible assets with finite useful lives are amotized 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 Useful life(Year)
Land use rights 40
Software use rights 5-10
Trademark rights 10
24.3 The Company assesses at each balance sheet date whether there is any indication that the intangible assets with
definite life may be impaired. If there is any indication that such assets may be impaired, recoverable amounts are
estimated for such assets. If the recoverable amount of an asset or an asset group is less than its carrying amount, the
deficit is accounted for as an impairment loss and is recognized in profit or loss for the period. For an intangible asset with
infinite useful life, the Company reviews the useful life and amortization method at the end of the period.
24.4 Expenditure during the development phase that meets all of the following conditions at the same time is
recognized as intangible asset. Expenditure during development phase that does not meet the following conditions is
recognized in profit or loss for the period.(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.
25. Long-term asset impairment
The enterprise should judge 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 should be tested
for impairment annually, regardless of whether there is any indication of impairment.
If the following signs exist, the assets may be impaired:
(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
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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.
26. Long-term prepaid expenses
Long-term prepaid expenses 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.
27. Contract liabilities
The company presented as contract assets or contract liabilities in the statement of financial position based on the
relationship between performance obligations and customer payments. The company's obligation to transfer goods or
provide services to customers for consideration received or receivable from customers is presented as contract liabilities.
28. Employee's salary
Employee salary is to point to the all forms of remuneration or compensation that Company receive services rendered by
employees or give except share-based payment in order to terminate the labor relationship. Employee salary includes short-term
salary, severance welfare, dismissal benefits and other long-term employee benefits. The salary that Company offered to the
worker spouse, children, dependents, the deceased employee survivors and other beneficiaries, also belong to employee’s
salary.
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28.1 Short-term employee benefits
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.
28.2 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.
28.3 Defined contribution plan
Pursuant to the relevant laws and regulations of the PRC, employees of the Company participate in the social
insurance system established and managed by government organization. The Company makes social insurance
contributions, including contributions to basic pension insurance at the applicable benchmarks and rates stipulated by the
government for the benefit of its employees. The pension insurance contributions are recognized as part of the cost of
assets or charged to profit or loss on an accrual basis.
29. Lease liabilities
Substantial On the commencement date of the lease term, the Company recognizes the present value of the unpaid
lease payments as lease liabilities.
The lease liabilities are initially measured at the present value of the lease payment not yet paid on the start date of the
lease term.
Lease payments include the following five items:
29.1 Fixed payments and in-substance fixed payments, if there is a lease incentive, deduct the amount related to the
lease incentive.
29.2 Variable lease payments that depend on an index or rate, which is determined at the time of initial measurement
based on the index or rate at the commencement date of the lease term.
29.3 Exercise price for a purchase option provided that the lessee is reasonably certain that the option shall be
exercised.
29.4 Payments for exercising the option to terminate the lease provided that the lease term reflects that the lessee
shall exercise the option to terminate the lease option.
29.5 Estimated payments due based on guaranteed residual value provided by the lessee.
When calculating the present value of lease payments, the Company adopts the interest rate implicit in the lease as
the discount rate; if the interest rate implicit in the lease cannot be determined, the Company adopts the incremental
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borrowing rate as the discount rate.
30. Estimated liabilities
30.1 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.
30.2 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.
31. Share-based payment
31.1 Categories of share-based payments
Share-based payments comprise equity-settled and cash-settled payments.
31.2 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.
31.3 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.
31.4 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 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
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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 cancelled 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
32. Income
32.1 Recognition of income
The company's income is mainly education and training income.
The company recognizes the income upon fulfillment of its performance obligations within the contract, that is, when
the client obtains control of the relevant goods.
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32.2 The company classifies the nature of the relevant performance obligations in accordance with the relevant
provisions of the income standards to be "performance obligations performed within a specified period " or "performance
obligations performed at a specified time point ", and income recognition is carried out in accordance with the following
principles.
（1）The performance obligations are to be perfomed within a specified period once the company meets one of the
following conditions :
① The client obtains and consumes the economic benefits while the company is fulfilling the performance obligations;
② The client can control assets under construction while the company is still in the process of fulfilling the
performance obligations.
③ The asset generated while the company is in the process of performing the contract are indispensable, and the
company has the right to collect partial payments for the cumulative performance obligations that have been fulfilled so far
whthin the contract period.
If the performance obligations are performed within the specified period , the company will recognize the income within
this period in accordance with the progress of the contract ’ s performance, however,except the performance progress
cannot be reasonably determined. The company considers the nature of the goods and adopts the output method or input
method to determine the appropriate performance progress.
（2）If the performance obligations are performed at the specified time point , the company will recognize the income
at the time when the client obtains control over the relevant goods.
In judging whether the client has obtained control over goods or services, the company shall consider the following
signs:
① The company has the current right to collect payment for the goods, that is, the customer has the current
obligations to pay for the goods.
② The company has transferred legal ownership of the goods to the customer, that is, the customer already has the
legal ownership of the goods.
③ The company has transferred physical possession of the goods to the customer, that is, the customer has taken
physical possession of the goods .
④ The company has transferred the main risks and rewards of the ownership of the goods to the customer, that is, the
customer has obtained the main risks and rewards of the ownership of the goods.
⑤ The customer has accepted the goods.
⑥ Other signs that the customer has obtained control of the product.
The specific policy of the company's income recognition:
The company's income mainly includes ordinary class income and agreement class income. The income from
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face-to-face training of ordinary classes is recognized as income for all pre-collected training fees upon completion of
training services; income from online training of ordinary classes is recognized on a straight-line basis during the effective
period of service provision. The non-refundable portion of the income from the agreement class is recognized as revenue
when the training service is completed; the refundable portion is recognized as revenue when the non-refundable
conditions are met according to the agreement.
32.3 Measurement of income
The company shall measure revenue based on the transaction price allocated to each individual performance
obligation. When 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 amount of the
accumulated recognized revenue that it is very likely that a significant reversal not occur when the relevant uncertainty is
eliminated. When an enterprise assesses whether it is very likely that a significant reversal of accumulated recognized
revenue will not occur, it should also consider the possibility of reversal of revenue and its proportion.
（2）Major financing components
When there is a significant financing component in the contract, the company shall determine the transaction price
based on the amount payable in cash when the customer is assumed to obtain control of the goods. The difference
between the transaction price and the contract consideration shall be amortized using the effective interest method during
the contract period.
（3）Non-cash consideration
If the customer pays a 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 cannot be reasonably estimated, the
company determines the transaction price indirectly by referring to the stand-alone selling price of the goods it promises to
transfer to the customer.
（4）Consideration payable to customers
For the consideration payable to the customer, the consideration payable shall be offset by the transaction price, and
the current income is offset at the later point when the relevant income is recognized and the customer's consideration is
paid, except when the customer's consideration is payable to obtain other clearly distinguishable products 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
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customer, the exceeding amount shall be offset against the transaction price. If the fair value of the clearly distinguishable
goods obtained from the customer cannot be reasonably estimated, the enterprise shall offset the consideration payable to
the customer in full from the transaction price.
33. Contract cost
Contract costs are divided into contract performance costs and contract acquisition costs.
If the cost incurred by the company to fulfill the contract meets the following conditions at the same time, it shall be
recognized as an asset as the contract performance cost:
（1）The cost is directly related to a current or expected contract, including direct labor, direct materials, manufacturing
expenses (or similar expenses), clearly the cost borne by the customer, and other costs incurred only due to the contract;
（2）This cost increases the company's future resources for fulfilling its performance obligations;
（3）The cost is expected to be recovered.
The incremental cost incurred by the company to obtain the contract is expected to be recovered, and recognized as
an asset as the contract acquisition cost; however, if the asset amortization does not exceed one year, it can be included in
the current profit and loss when it occurs.
Assets related to contract costs are amortized on the same basis as the recognition of 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 provision for impairment of the excess part and recognize it as an asset impairment loss:
（1）The remaining consideration expected to be obtained due to the transfer of goods or services related to the asset;
（2）Estimate the costs that will be incurred 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 the
reversal shall not exceed the book value of the asset on the date of reversal under the assumption that no impairment
provision is made.
34. Government subsidy
34.1 Government grants include asset related government grants and income related government grants.
34.2 If a government grant is in the form of a transfer of a 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.
34.3 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,
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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.
34.4 Government grants related to the company's daily activities in accordance with the nature of the economic
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.
35. Deferred income tax assets and the deferred income tax liabilities
35.1 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 income tax assets and deferred income tax liabilities.
35.2 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.
35.3 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.
35.4 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.
36. Lease
36.1 Lessee
When the Company is the lessee, on the commencement date of the lease period, except for short-term leases and
low-value asset leases that are selected for simplified treatment, the right-of-use assets and lease liabilities are recognized
for leases.
After the commencement date of the lease period, the Company adopts the cost model for subsequent measurement
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of the right-of-use asset. With reference to the relevant depreciation provisions of "ASBE No. 4 - Fixed Assets",
depreciation is provided for right-of-use assets. If the lessee can reasonably determine that it will obtain the ownership of
the leased asset at the expiration of the lease term, it shall accrue depreciation over the remaining useful life of the leased
asset. If it cannot be reasonably determined that the ownership of the leased asset can be obtained at the expiration of the
lease term, depreciation shall be accrued in the shorter period between the lease term and the remaining useful life of the
leased asset. The Company determines whether the right-of-use asset is impaired in accordance with the "ASBE No. 8 -
Impairment of Assets", and performs accounting treatment on the identified impairment losses.
The company calculates the interest expense of the lease liability during the lease term at a fixed interest rate and
includes it in the current profit and loss. According to the "ASBE No. 17 - Borrowing Expenses" and other standards that
should be included in the cost of relevant assets, such provisions shall apply.
36.2 Lessor
（1）Finance lease
As the lessor, on the commencement date of the lease term, the Company recognizes the finance lease receivables
for the finance lease, derecognizes the finance lease assets, and calculates and recognizes the interest income in each
period of the lease term according to the fixed periodic interest rate.
（2）Operating lease
As the lessor, the Company shall, in each period of the lease term, adopt the straight-line method or other systematic
and reasonable method to recognize the lease receipts from operating leases as rental income. Capitalize the initial direct
expenses related to operating leases, amortize them on the same basis as rental income recognition during the lease term,
and include them in the current profit and loss by installments.
For the fixed assets in the operating lease assets, the company shall adopt the depreciation policy for similar assets to
accrue depreciation; for other operating lease assets, it shall use a systematic and reasonable method for amortization
according to the enterprise accounting standards applicable to the assets. In accordance with the provisions of "ASBE No.
8 - Impairment of Assets", the company determines whether the operating lease assets are impaired and performs
corresponding accounting treatment.
Section IV. Taxation
1. Major categories of taxes and tax rates
Category of tax Basis of tax computation Tax rate
Taxable revenue for sales of
Value-added tax 3%、5%、6%
goods and supply of services
City maintenance and
Circulation Taxes payable 5%、7%
construction tax
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Category of tax Basis of tax computation Tax rate
Corporate income tax Taxable income 15%、20%、25%
Education surcharge Circulation Taxes payable 3%
Local education surcharge Circulation Taxes payable 2%
1.1 Value-added tax
According to the "Notice of the Ministry of Finance and the State Administration of Taxation on Comprehensively
Launching the Pilot Project of Changing Business Tax to Value-added Tax" (Cai Shui [2016] No. 36) and the "Ministry of
Finance and State Administration of Taxation on Clarifying the Reinsurance, Notice of the Real Estate Leasing and
Non-Certificate Education Policy (Cai Shui [2016] No. 68) related provisions, the company's subsidiaries and affiliates'
income from non-degree education services are subject to VAT at 3% and 6% tax rates .
The company and its subsidiaries operate leased buildings and buildings in accordance with the relevant provisions of
the “ Statement of the State Administration of Taxation on Issuing the Interim Measures for the Administration of
Value-added Tax Levy of Real Estate Operating Leasing Services Provided by Taxpayers ” (State Administration of
Taxation Announcement 2016 No. 16) You can choose to apply the simple tax calculation method and calculate the amount
of VAT payable according to the 5% levy rate.
1.2 Corporate income tax
（1）The company's subsidiary, Zhonggong Limited Income Tax, is paid in advance by each branch at the place of
registration, and the head office is settled and paid.
（2）The company has different taxpayers with different corporate income tax rates, as detailed below：
Name of the company Tax rate
1. The Company 25%
2. Offcn Ltd. 15%
3.Wuhu Yawei Automobile Sales Service Co., Ltd 20%
4.Ningguo Yaxia Motor Vehicle Driver Training School (Co., Ltd.) 20%
5.Huangshan Yaxia Fudi Automobile Sales Services Co., Ltd. 20%
6.Chaohu Yaxia Kaixuan Automobile Sales Service Co., Ltd. 20%
7.Bozhou Yaxia Motor Vehicle Driver Training School Co., Ltd. 20%
8.Suzhou Bokai Automobile Sales Service Co., Ltd. 20%
9.Shaanxi Offcn Education Technology Co. Ltd. 25%
10.Chengdu Offcn Future Education Training School Co. Ltd. 25%
11.Lu’an Yazhong Real Estate Information Consulting Co., Ltd. 25%
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Name of the company Tax rate
12.Lu’an Zhongke Real Estate Information Consulting Co., Ltd. 25%
13.Zhejiang Offcn Education Technology Co. Ltd.. 20%
14.Taizhou Offcn Future Enterprise Management Consulting Co., Ltd. 20%
15.Wenling Offcn Information Consulting Co., Ltd 20%
16.Beijing Offcn Xinzhiyu Online Technology Co., Ltd. 20%
17.Hulun Buir Hailar Offcn Education Information Consulting Co., Ltd.. 20%
18.Xilinhot Offcn Future Education Consulting Co., Ltd 20%
19.Yueqing Lecheng Offcn Training Center Co., Ltd.. 20%
20.Jiaozuo Offcn Future Education Service Co., Ltd 20%
21.Xinzheng Offcn Cultural Communication Co., Ltd.. 20%
22.Chongqing Jiangbei Offcn Vocational Examination Training Co., Ltd. 20%
23.Nanning Offcn Future Education Consulting Co., Ltd. 20%
24.Baiyin Offcn Future Education Consulting Co., Ltd. 20%
25.Beijing Xinde Zhiyuan Enterprise Management Consulting Co., Ltd.. 20%
26.Nanjing Huiyue Hotel Management Co., Ltd. 20%
27.Shandong Kunzhong Real Estate Co., Ltd. 20%
28.Sanmenxia Offcn Cultural Communication Co., Ltd. 20%
29.Liaoning Offcn Academic & Cultural Exchange Co., Ltd. 20%
30.Liaoning Offcn Education Technology Co., Ltd. 25%
31.Shandong Offcn Education Technology Co., Ltd. 25%
32.Jilin Changyi Offcn Education Training School Co., Ltd. 20%
33.Yuxi Offcn Training School Co., Ltd. 20%
34.Tonghua Offcn Training School Co., Ltd. 15%
35.Hunan Lightsalt Offcn Education Technology Co., Ltd.. 20%
36.Tianjin Hexi Offcn Training School Co., Ltd. 20%
37.Chengdu Offcn Education Training School Co., Ltd. 20%
38.Shandong Zhuoda Business Management Co., Ltd. 20%
39.Liaoning Zhongcheng Real Estate Development Co.,Ltd. 20%
40.Wuhu Offcn Training School Co. Ltd. 20%
41.Wuhan Guoshang Human Resource Service Co., Ltd. 25%
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Name of the company Tax rate
42.Jinan Zhangqiu Offcn Training School Co.,Ltd. 20%
43.Mengzi Offcn Education Training Co. Ltd.. 20%
44.Beijing Offcn Technology Development Co. Ltd.. 20%
45.Shanghai Offcn Education Technology Co. Ltd. 20%
46.Guangzhou Offcn Smart Education Technology Co. Ltd. 20%
47.Pingshan Offcn Education Technology Co. Ltd. 20%
48.Shandong Offcn Education Training School Co. Ltd. 20%
49.Lanzhou Offcn Education Training School Co. Ltd. 20%
50.Anshan Tiedong Offcn Education Training School Co., Ltd. 20%
51.Diqing Offcn Training School Co., Ltd. 20%
52.Dali Offcn Education Training School Co., Ltd. 20%
53.Harbin Nangang Offcn Education Training School Co., Ltd. 20%
54.Nujiang Offcn Training School Co., Ltd. 20%
55.Weixi Offcn Education Training School Co., Ltd. 20%
56.Beijing Offcn Century Education Technology Co., Ltd 25%
2. Policies and basis of the important tax incentives
2.1 Value-added tax
（1）According to the "Announcement of the Ministry of Finance and the State Administration of Taxation on Clarifying
the VAT Exemption Policy for Small-scale VAT Taxpayers" (Cai Shui [2021] No. 11), in order to further support the
development of small and micro enterprises, from 1 April 2021 to 31 December 2022, small-scale value-added taxpayers
with monthly sales of less than RMB 150,000 (including the principal) are exempt from value-added tax. The company's
subsidiaries 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 (Cai Shui [2012] No. 15), the VAT taxpayers in 2011 for the first purchase of special equipment for the VAT
tax control system (including separate ticket machines) after December 1 (including the same below), the VAT invoice
obtained from the purchase of special equipment for the VAT tax control system can be used for the full amount of the VAT
payable is deducted (the deduction is the total amount of price and tax), and the deduction that is insufficient can be carried
forward to the next period to continue the deduction. The VAT taxpayer's technical maintenance fee paid after 1 December
2011 (excluding the technical maintenance fee paid before 30 November 2011) can be added to the value of the technical
maintenance fee invoice issued by the technical maintenance service unit. The full amount of the tax payable is deductible,
and those that are insufficient for deduction can be carried forward to the next period to continue the deduction. The
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company and the qualified subsidiaries and subsidiaries should deduct the VAT payable amount in full according to the
regulations.
（3）In accordance with the "Announcement on Supporting Tax Policies for the Prevention and Control of Pneumonia
Epidemic Caused by the Novel Coronavirus Infection" (Announcement No. 8 of 2020 by the Ministry of Finance and the
State Administration of Taxation), income from providing with public transportation services, daily life services, and
delivering services for residents with essential living materials by the taxpayer is exempt from value-added tax. The specific
scope of public transportation services shall be implemented in accordance with the "Regulations on Issues Related to the
Pilot Program of Changing Sales Tax to Value-Added Tax" (Published and issued by Caishui [2016] No. 36). The specific
scope of life services and express delivery services shall be implemented in accordance with the "Sales Services,
Intangible Assets, and Real Estate Notes" (issued by Caishui [2016] No. 36). The company ’ s qualified subordinate
branches and subsidiaries that meet the exemption conditions are exempt from the value-added tax.
（ 4 ） According to the "Announcement on Deepening the Relevant Policies of Value-Added Tax Reform"
(Announcement No. 39, 2019 of the State Administration of Taxation, Ministry of Finance), from April 1, 2019 to December
31, 2021, production and living are allowed Taxpayers in the production and living service industry add 10% to the
deductible input tax for the current period to deduct the tax payable. The company’s qualified subordinate branches and
subsidiaries will additionally deduct the value-added tax payable according to this preferential policy.
2.2 Education surcharge, local education surcharge
According to the Notice of the Ministry of Finance and the State Administration of Taxation on Expanding the
Exemption Scope of Government Funds(Cai Shui [2016] No. 12), starting from 1 February 2016, additional education fees
will be exempted, The scope of the local education supplement and water conservancy construction fund should be
expanded by the current obligees who pay monthly taxes or monthly sales or turnover of not more than RMB 30,000
(quarterly taxation of quarterly sales or turnover of not more than RMB 90,000). To the obligor who pays the monthly sales
or turnover of not more than RMB 100,000 (the quarterly sales or turnover of the quarterly tax does not exceed RMB
300,000). Subsidiaries and subsidiaries of the company that meet the conditions for exemption are exempted from
education surcharge and local education surcharge.
2.3 Corporate income tax
（1）On October 21, 2020, Zhonggong Co., Ltd. passed the high-tech enterprise certification organized by the Beijing
State Taxation Bureau, Beijing Local Taxation Bureau, Beijing Finance Bureau, and Beijing Science and Technology
Commission, and obtained the high-tech enterprise certificate numbered GR202011002730. The certificate is valid from
October 21, 2020 to October 20, 2023. Zhong Gong Co., Ltd. and its subordinate branch calculated and paid corporate
income tax at a tax rate of 15%.
（ 2 ） On September 28, 2021, Tonghua Zhonggong Training School Co., Ltd., a subsidiary of the company, was
recognized by the Jilin Provincial Taxation Bureau of the State Administration of Taxation, the Jilin Provincial Department of
Finance, and the Jilin Provincial Department of Science and Technology, and obtained the high-tech enterprise certificate
No. GR202122000472. The certificate is valid. From September 28, 2021 to September 27, 2024, Tonghua Zhonggong
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Training School Co., Ltd. calculates and pays corporate income tax at a rate of 15%.
（3）According to the Announcement of the State Administration of Taxation on Matters Concerning the Implementation
of Income Tax Preferential Policies Supporting the Development of Small and Low-profit Enterprises and Individual
Industrial and Commercial Households (State Administration of Taxation Announcement No.8 [2021]), from January 1, 2021
to December 2022 On March 31, the annual taxable income of small and low-profit enterprises does not exceed 1 million
yuan, which will be included in the taxable income at a reduced rate of 12.5%, and the enterprise income tax will be paid at
the tax rate of 20%. Qualified subsidiaries of the Company apply this policy to calculate and pay corporate income tax.
（4）According to the "Notice on Clearly Enjoying the Scope of Small and Low-Profit Enterprises that Are Exempted
from the Local Share of Coporate Income Tax of the "Notice of the People ’ s Government of the Inner Mongolia
Autonomous Region Party Committee and Autonomous Region" (State Administration of Taxation Announcement No.8
[2021]) For small and low-profit enterprises with a taxable income of no more than 1 million yuan, in accordance with the "
Announcement of the State Administration of Taxation on Matters Concerning the Implementation of Income Tax
Preferential Policies Supporting the Development of Small and Low-profit Enterprises and Individual Industrial and
Commercial Households" (Caishui [2019] No. 13), the annual taxable income is reduced by12.5%. After calculating the
corporate income tax at a tax rate of 20%, the taxable income is exempted from the local share of corporate income tax (ie
40%) in accordance with the "Notice issued by the People’s Government of the Inner Mongolia Autonomous Region Party
Committee and Autonomous Region" (Nei Dangfa [2018] No. 23) section). The company's qualified subsidiaries shall apply
this policy to calculate and pay corporate income tax.
Section V.Changes In Accounting Policies And Accouting Estimates, And
Corrections of Accounting Errors
1. Changes in Accounting Policies
1.1 The company's eighteenth meeting of the fifth board of directors held on April 28, 2021 approved the adoption of
the relevant provisions of the"ASBE No. 21 - Leasing" (Cai Kuai [2018] No. 35) from January 1, 2021. It is stipulated that
the amount of right-of-use assets, lease liabilities, retained earnings at the beginning of the year and other related items in
the financial statements should be adjusted according to the cumulative impact, and no adjustment will be made to the
information of comparable periods.The impact of accounting policy see note .V.4 and V.5.
According to the provisions of the new lease standards, the company chooses not to re-evaluate whether a contract is
a lease or contains a lease for a contract that existed before the date of initial application.
（1）The company as the lessee
The Company has elected to adjust only the cumulative impact of lease contracts that have not been completed as of
January 1, 2021. The cumulative effect amount of the first execution adjusts the amount of retained earnings and other
related items in the financial statements at the beginning of the current period of the first execution (i.e. January 1, 2021),
and no adjustment is made to the comparable period information.
Under the new lease standards, the Company no longer distinguishes between finance leases and operating leases.
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The Company recognizes right-of-use assets and lease liabilities for all leases (except short-term leases and leases of
low-value assets for which the simplified treatment method is selected).
For operating leases prior to the date of initial application, the Company measures the lease liability based on the
present value of the remaining lease payments discounted at the incremental borrowing rate on the date of initial
application, while each lease is based on an amount equal to the lease liability and based on prepaid rent Make the
necessary adjustments to determine the right-of-use asset.
The Company conducts impairment test on right-of-use assets and performs corresponding accounting treatment in
accordance with relevant regulations on asset impairment.
The Company has adopted the following simplified treatment for operating leases prior to the date of initial execution:
1）When measuring lease liabilities, the same discount rate may be used for leases with similar characteristics; the
measurement of right-of-use assets may not include initial direct costs;
2）If there is an option to renew the lease or to terminate the lease, the company will determine the lease term
according to the actual exercise of the option before the first execution date and other latest information;
3）As an alternative to the right-of-use asset impairment test, the Company assesses whether a contract containing a
lease is onerous before the date of initial application, and adjusts the right-of-use asset based on the amount of the loss
provision included in the balance sheet before the date of initial application;
4）No retrospective adjustment will be made for lease changes before the first implementation date, and accounting
treatment will be carried out in accordance with the new lease standards according to the final arrangements for lease
changes.
（2）The company as the lessor
The Company does not need any transitional adjustment for the lease as the lessor, and will carry out accounting
treatment in accordance with the new lease standards from the date of initial implementation.
1.2 The Company has adopted the relevant provisions of the Interpretation No. 14 of ASBE (Cai Kuai [2021] No. 1)
from January 1, 2021. Adjust the amount of retained earnings at the beginning of the period and other related items in the
financial statements according to the cumulative impact, and do not adjust the information for comparable periods.
Changes in accounting policies have no impact on the Company.
1.3 From January 1, 2021, the company adopts the relevant provisions of "Related Presentation of Centralized Fund
Management" in "Accounting Standards for Business Interpretation No. 15" (Cai Kuai [2021] No. 35). For the financial
statements of the enterprise that have not been presented in accordance with the above provisions before the release, the
financial statement data of the comparable period shall be adjusted accordingly in accordance with this Interpretation.
Changes in accounting policies have no impact on the Company.
2. Changes in Accounting Estimates
None.
3. Corrections of Accounting Errors of Prior Period
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None.
4. Implemented the new lease standards for the first time and adjusted the relevant items in the financial
statements at the beginning of the year.
Consolidated Balance Sheet Unit：RMB
Item 31 December 2020 1 January 2021 Ajustment
Current Assets:
Cash and cash equivalents 5,950,395,089.12 5,950,395,089.12
△Settlement reserve
△Due from banks and other financial institutions
Financial assets held for trading 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 receivable
△Reinsurance premiun receivable
△Reserve receivable for reinsurance
Other receivables 304,318,966.20 304,318,966.20
Inc: interest receivables
Dividends receivables
△Financial assets purchased under resale
agreements
Inventories
Contract assets
Available for sale assets
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:
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Item 31 December 2020 1 January 2021 Ajustment
△Loans And Advances
Debt investments
Other debt investments
Long-term receivables
Long-term equity investments
Other equity instruments 152,800,000.00 152,800,000.00
Other non-current financial assets 208,450,315.01 208,450,315.01
Investment properties 668,014,515.82 668,014,515.82
Fixed assets 1,612,792,592.67 1,612,792,592.67
Construction in progress 214,248,125.04 214,248,125.04
Bearer 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 expenses 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
△Borrowings from central bank
△Placement from banks and other financial
institutions
Financial liabilities held for trading
Derivative Financial liabilitiels
Notes payable
accounts payable 211,824,402.86 211,824,402.86
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Item 31 December 2020 1 January 2021 Ajustment
Receipts in advance
Contract liabilities 4,925,428,309.33 4,925,428,309.33
△Financial assets sold under repurchase
agreements
△Absorbing deposit and deposit in inter-bank
market
△Customer deposits for trading in securities
△Amounts due to issuer for securities
underwriting
Employee benefits payable 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 payables
△Fees and commissions payable
△Reinsurance accounts payable
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 borrowings
Bonds payable
Inc: preference share
Perpetual bond
Lease liabilities 632,866,068.34 632,866,068.34
Long-term payables
Long-term employee benefits payable
Provisions
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Item 31 December 2020 1 January 2021 Ajustment
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:
Paid-in capital (share capital) 103,807,623.00 103,807,623.00
Other equity instrument
Inc: preference share
Perpetual bond
Capital reserve 1,225,481,049.50 1,225,481,049.50
Deduct: Treasury shares
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
Retained earnings 2,870,839,120.70 2,870,839,120.70
Total Owners' Equity Attributable To the
4,275,127,793.20 4,275,127,793.20
Company
Minority interests -31,996.39 -31,996.39
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
Description of the adjustment of each item:
On January 1, 2021, the Company adopted the relevant provisions of ASBE No. 21 - Leases (Cai Kuai [2018] No. 35).
Adjust the amount of right-of-use assets, lease liabilities, retained earnings at the beginning of the year and other related
items in the financial statements according to the cumulative impact, and do not adjust the information for comparable
periods. Changes in accounting policies resulted in the following changes in the consolidated balance sheet data on
January 1, 2021: other current assets decreased by RMB 130,321,627.81; right-of-use assets increased by RMB
1,491,006,998.14; long-term deferred expenses decreased by RMB 28,446,711.73; other non-current liabilities due within
one year increased by RMB 699,372,590.26; lease liabilities increased by RMB 632,866,068.34.
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Parent’s Balance Sheet Unit：RMB
Item 31 December 2020 1 January 2021 Ajustment
Current Assets:
Cash and cash equivalents 56,138,356.37 56,138,356.37
△Settlement reserve
△Due from banks and other financial institutions
Financial assets held for trading 1,630,453.37 1,630,453.37
Derivative Financial assets
Notes Receivable
Accounts Receivable 14,792,320.38 14,792,320.38
Financing receivables
Prepayments
△Premium receivable
△Reinsurance premiun receivable
△Reserve receivable for reinsurance
Other receivables 621,900,443.29 621,900,443.29
Inc: interest receivables
Dividends receivables
△Financial assets purchased under resale
agreements
Inventories
Contract assets
Available for sale assets
Non-current assets due within one year
Other current assets
Total current assets 694,461,573.41 694,461,573.41
Non-current assets:
△Loans And Advances
Debt investments
Other debt investments
Long-term receivables
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Item 31 December 2020 1 January 2021 Ajustment
Long-term equity investments 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
Fixed assets 383,060,000.00 383,060,000.00
Construction in progress 72,569,103.57 72,569,103.57
Bearer biological assets
Oil and gas assets
Right-of-use assets
Intangible assets
Development expenditure
Goodwill
Long-term prepaid expenses
Deferred tax assets 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 borrowings 871,083,875.00 871,083,875.00
△Borrowings from central bank
△Placement from banks and other financial
institutions
Financial liabilities held for trading
Derivative Financial liabilitiels
Notes payable
accounts payable 83,621,752.26 83,621,752.26
Receipts in advance
Contract liabilities
△Financial assets sold under repurchase
agreements
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Item 31 December 2020 1 January 2021 Ajustment
△Absorbing deposit and deposit in inter-bank
market
△Customer deposits for trading in securities
△Amounts due to issuer for securities
underwriting
Employee benefits payable
Taxes payable 1,437,291.71 1,437,291.71
Other payable 446,606,530.72 446,606,530.72
Inc: Interest payables
Dividends payables
△Fees and commissions payable
△Reinsurance accounts 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:
△Deposits for insurance contracts
Long-term borrowings
Bonds payable
Inc: preference share
Perpetual bond
Lease liabilities
Long-term payables
Long-term employee benefits 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
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Item 31 December 2020 1 January 2021 Ajustment
Total Liabilities 1,412,757,063.03 1,412,757,063.03
Owners'equity:
Paid-in capital (share capital) 6,167,399,389.00 6,167,399,389.00
Other equity instrument
Inc: preference share
Perpetual bond
Capital reserve 12,775,326,370.33 12,775,326,370.33
Deduct: Treasury shares
Other comprehensive income 30,000,000.00 30,000,000.00
Special reserve
Surplus reserve 387,458,806.65 387,458,806.65
△General risk reserve
Retained 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
5.Explanation on retrospective adjustment of prior period comparative data under the new lease standard for
the first time
The Company adjusted the retained earnings at the beginning of the year and other related items in the financial
statements based on the cumulative impacts in accordance with the new lease standards. No adjustments were made to
the previous comparative data.
Section VI. Consolidated Financial Statement Project Notes
“The opening balance” refers to the balance on 1 January 2021 and “the closing balance” refers to the balance on
31 December 2021. “The prior period” is the year of 2020 and “The current period” is the year of 2021.
1. Monetary funds
Item Closing balance Opening balance
Cash 62,362.45 67,906.76
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Item Closing balance Opening balance
Bank balances 1,756,140,584.62 5,882,201,630.73
Other currency funds 214,158,325.57 68,125,551.63
Total 1,970,361,272.64 5,950,395,089.12
Note: 1. Other currency funds mainly include the balance of third-party payment platforms such as POS, Tenpay and
Alipay and so on
2. At the end of the period, there are mortgages, pledges, freezing, and other restricted funds. For details,
please refer to Note VI (52) “Assets with restricted ownership or use rights”.
3. There were no funds deposited overseas at the end of the period.
2. Transactional financial assets
Item Closing balance Opening balance
Financial assets classified as at fair value through profit or loss 346,726,621.74 983,205,858.25
Including: Debt instrument investment 346,726,621.74 983,205,858.25
Total 346,726,621.74 983,205,858.25
3. Accounts receivable
3.1 Disclosure by aging
Aging Closing balance Opening balance
Within 1 year (inclusive) 23,537,021.54 22,622,309.65
1-2 years (inclusive) 20,016,302.00 2,715.00
Less: Provision for bad debts 3,178,481.27 1,131,386.99
Total 40,374,842.27 21,493,637.66
3.2 Classified disclosure by bad debt accrual method
Closing balance
Book balance Bad debt provision
Item
Proportion Proportion Book value
Amount Amount
(%) (%)
Accounts receivables for
43,553,323.54 100.00 3,178,481.27 7.30 40,374,842.27
which bad debt provision
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Closing balance
Book balance Bad debt provision
Item
Proportion Proportion Book value
Amount Amount
(%) (%)
has been assessed by
credit risk portfoliosTotal
Inc:Combination2 3,530,335.54 8.11 176,985.38 5.01 3,353,350.16
Combination3 40,022,988.00 91.89 3,001,495.89 7.50 37,021,492.11
Total 43,553,323.54 100.00 3,178,481.27 -- 40,374,842.27
Continued:
Opening balance
Book balance Bad debt provision
Item
Proportion Proportion Book value
Amount Amount
(%) (%)
Accounts receivables for
which bad debt provision
22,625,024.65 100.00 1,131,386.99 5.00 21,493,637.66
has been assessed by
credit risk portfoliosTotal
Inc:Combination2 2,618,094.65 11.57 131,040.49 5.01 2,487,054.16
Combination3 20,006,930.00 88.43 1,000,346.50 5.00 19,006,583.50
Total 22,625,024.65 100.00 1,131,386.99 -- 21,493,637.66
Accounts receivables for which bad debt provision has been assessed by credit risk portfolios total：
Closing balance
Item
Accounts Receivable Bad debt provision Proportion (%)
Inc:Combination2 3,530,335.54 176,985.38 5.01
Inc:Combination3 40,022,988.00 3,001,495.89 7.50
Total 43,553,323.54 3,178,481.27 --
3.3 Bad debt provision
Item Opening Changes in the period Closing
balance balance
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recovery Other
Provision Write-off
or reversal changes
Provision for bad
debts of accounts 1,131,386.99 2,047,094.28 3,178,481.27
receivable
Total 1,131,386.99 2,047,094.28 3,178,481.27
3.4 Top 5 accounts receivable at the end of the period
Nature of Closing Bad debt Percentage of total
Creditor Aging
payment balance provision accounts receivable（%）
Yaxia
Lease payments 40,000,000.00 2,999,999.99 Within 2 year 91.84
Industrial
Customer 1 Hotel service 1,424,677.50 71,233.88 Within 1 year 3.27
Customer 2 Hotel service 1,292,261.00 64,613.05 Within 1 year 2.97
Customer 3 Hotel service 244,856.00 12,242.80 Within 1 year 0.56
Customer 4 Hotel service 115,703.00 5,785.15 Within 1 year 0.27
Total 43,077,497.50 3,153,874.87 98.91
4. Prepayments
4.1 Disclosure by aging
Closing balance Opening balance
Aging
Amount Proportion Amount Proportion
Within 1 year (inclusive) 1,438,350.00 100.00 2,204,120.00 100.00
Total 1,438,350.00 100.00 2,204,120.00 100.00
4.2 Top five entities with the largest balances of prepayments
Percentage of
Nature of Closing Bad debt
Creditor Aging total advances
payment balance provision
（%）
Nanjing Eurasian Air Passenger Within
Ticket 798,055.00 55.48
Transport Agent Co., Ltd 1 year
Nanjing Tuniu International Within
Ticket 640,295.00 44.52
Travel Service Co., L 1 year
Total 1,438,350.00 100.00
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5. Other receivables
5.1 Classified listing
Item Closing balance Opening balance
Other receivables 219,501,061.83 304,318,966.20
Total 219,501,061.83 304,318,966.20
5.2 Other receivables
5.2.1 Disclosure by aging
Aging Closing balance Opening balance
Within 1 year (inclusive) 185,478,538.64 267,173,451.40
1-2 years (inclusive) 8,746,012.76 12,454,633.59
2-3 years (inclusive) 11,575,869.13 6,657,947.72
3-4 years (inclusive) 5,104,417.72 1,787,284.88
4-5 years (inclusive) 1,769,524.36 9,138,241.31
Over 5 years 13,686,855.19 7,995,108.15
Less: Provision for bad debts 6,860,155.97 887,700.85
Total 219,501,061.83 304,318,966.20
5.2.2 Other receivables by nature of the payment
Item Closing balance Opening balance
Deposits and guarantees 217,158,729.61 302,437,947.35
Reserve 265,275.00 120.00
Disbursement fee and other 2,077,057.22 1,880,898.85
Total 219,501,061.83 304,318,966.20
5.2.3 Withdrawing process of bad debt provision
The first stage second stage The third stage
Expected credit Expected credit
Expected credit
Bad debt provision loss for the entire losses for the entire Total
losses in the
duration (no duration (credit
next 12 months
credit impairment impairment loss has
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loss) occurred)
Balance as of 1 January 2021 377,400.85 510,300.00 887,700.85
Balance of other receivables on 1
January 2021 during the current
period
——transferred to stage 2
——transferred to stage 3
——transferred back stage 2
——transferred back to stage 1
Provision during the current
6,482,755.12 6,482,755.12
period
Reversal during the current
period
Resale during the current peirod
Wrtie-off during the current
510,300.00 510,300.00
period
Other changes
Balance as of 31 December 2021 6,860,155.97 6,860,155.97
5.2.4 Situation of bad debt provision
Changes in the period
Opening Closing
Item recovery Other
balance Provision Write-off balance
or reversal changes
Provision for bad
debts of other 887,700.85 6,482,755.12 510,300.00 6,860,155.97
receivables
Total 887,700.85 6,482,755.12 510,300.00 6,860,155.97
5.2.5 Other receivables actually written-off during the reporting period
Item Amount charge off
Other receivables actually written-off 510,300.00
5.2.6 Top 5 other receivable at the end of the period
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Percentage of Closing
Closing total other balance of
Creditor Nature of payment Aging
balance receivables bad debt
(%) provision
Beijing Construction Engineering
Deposits and guarantees 124,498,000.00 Within 1 year 55.00 6,224,900.00
Real Estate Co., Ltd
Beijing Huaxia Shunxin Property
Deposits and guarantees 25,000,000.00 Within 1 year 11.04
Management Co., Ltd
Hainan Gahexin Technology Co., Ltd Deposits and guarantees 15,000,000.00 Within 1 year 6.63
Shenyang Lijing Pearl Hotel
Deposits and guarantees 5,675,200.00 Over 5 years 2.51
Management Co., Ltd
Harbin Yuheng Pharmaceutical Co., Within 1 year
Deposits and guarantees 3,961,093.75 1.75
Ltd Over 5 years
Total 174,134,293.75 76.93 6,224,900.00
6. Non-current assets due within one year
Item Closing balance Opening balance
Debt investment due within one year 1,985,873,462.75
Total 1,985,873,462.75
7. Other current assets
Item Closing balance Opening balance
Pending payment 12,833,701.81 41,832,345.30
Advance tax 13,869,795.74
Prepaid expenses 10,255,632.25 3,025,677.50
Total 36,959,129.80 44,858,022.80
8. Debt investment
Closing balance Opening balance
Item Impairment Book Impairment Book
Book balance Book value
provision balance provision value
Time deposit 7,058,993.55 7,058,993.55
Total 7,058,993.55 7,058,993.55
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9. Long-term equity investment
Changes for the year Closing
Other Cash dividends balance
The invested Opening Investment Other Provision Closing
comprehensive or profits of provision
balance Increase Decrease profit under equity for Others balance
entity for
income announced of
equity method change impairment
impairment
adjustment issuance
II.Associates
Beijing Zhongwang Future Education
100,000,000.00 51,000,000.00 -2,149,635.60 46,850,364.40
Technology Co., Ltd
Total 100,000,000.00 51,000,000.00 -2,149,635.60 46,850,364.40
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10. Other equity investment
10.1 Other equity investment
Item Closing balance Opening balance
Shanghai Zuihuibao Network Technology Co., Ltd. 103,600,000.00 126,000,000.00
Anhui Ningguo Rural Commercial Bank Co., Ltd. 26,800,000.00 26,800,000.00
Total 130,400,000.00 152,800,000.00
10.2 Investment in non-trading equity instruments
Amount of Reasons for the Reasons for
other designation as being transferring
Recognized comprehensive measured at fair other
Cumulative Accumulated
Item dividend income value and the change comprehensive
gain loss
income transferred to included in other income to
retained comprehensive retained
earnings income earnings
Shanghai Zuihuibao Network Plan for long-term
17,600,000.00
Technology Co., Ltd. holding
Anhui Ningguo Rural Plan for long-term
1,327,872.00
Commercial Bank Co., Ltd. holding
Total 1,327,872.00 17,600,000.00
11. Other non-current financial assets
Item Closing balance Opening balance
Beijing Jinwu Venture Capital Center (Limited Partnership) 30,260,000.00 38,050,000.00
Financial product 170,400,315.01
Total 30,260,000.00 208,450,315.01
12. Investment property
12.1Investment real estate measurement model
Investment real estate with cost measurement model :
Houses and Land use
Item Total
buildings rights
1.Original carrying amount
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Houses and Land use
Item Total
buildings rights
1.1 Opening balance 377,111,222.22 473,825,849.87 850,937,072.09
1.2 Increase in the current period
1.3 Decrease in the current period 3,201,828.13 3,201,828.13
1.3.1 Disposal 3,201,828.13 3,201,828.13
1.4 Closing balance 377,111,222.22 470,624,021.74 847,735,243.96
2. Accumulated depreciation and
amortization
2.1 Opening balance 50,891,399.79 71,833,552.56 122,724,952.35
2.2 Increase in the current period 9,000,262.93 11,354,161.39 20,354,424.32
2.2.1 Accrual or amortization 9,000,262.93 11,354,161.39 20,354,424.32
2.3 Decrease in the current period 478,278.09 478,278.09
2.3.1 Disposal 478,278.09 478,278.09
2.4 Closing balance 59,891,662.72 82,709,435.86 142,601,098.58
3. Provision for impairment
3.1 Opening balance 6,556,268.55 53,641,335.37 60,197,603.92
3.2 Increase in the current period
3.3 Decrease in the current period
3.4 Closing balance 6,556,268.55 53,641,335.37 60,197,603.92
4.Book value
4.1 Closing balance 310,663,290.95 334,273,250.51 644,936,541.46
4.2 Opening balance 319,663,553.88 348,350,961.94 668,014,515.82
12.2 The situation of investment real estate that has not completed the property right certificate
Item Closing balance Reasons for not completing the property right certificate
Houses and buildings 263,850,928.19 In progress
Land use rights 5,149,979.01 In progress
13. Fixed assets
13.1 Presentation
Item Closing balance Opening balance
Fixed assets 1,770,372,338.85 1,612,792,592.67
Total 1,770,372,338.85 1,612,792,592.67
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13.2 Fixed assets
13.2.1 Fixed assets situation
Houses and Decoration of Transportatio Electronic Office
Item Total
buildings fixed assets n equipment equipment equipment
I.Original carrying
amount
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
1.2 Increase in the
243,690,788.14 733,750.00 13,566,679.73 39,376.40 258,030,594.27
current period
1.2.1 Purchase 9,798,328.75 733,750.00 13,566,679.73 39,376.40 24,138,134.88
1.2.2 Other increases 233,892,459.39 233,892,459.39
1.3 Decrease in the
632,059.91 632,059.91
current period
1.3.1 Disposal or
632,059.91 632,059.91
scrap
1.4 Closing balance 1,798,288,071.53 64,708,424.02 79,966,146.51 235,284,975.20 12,081,043.61 2,190,328,660.87
II.Accumulated
depreciation
2.1 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
2.2 Increase in the
53,479,752.98 9,836,387.16 4,203,652.49 32,178,961.58 359,845.02 100,058,599.23
current period
2.2.1 Provision 53,479,752.98 9,836,387.16 4,203,652.49 32,178,961.58 359,845.02 100,058,599.23
2.3 Decrease in the
239,811.05 239,811.05
current period
2.3.1 Disposal or
239,811.05 239,811.05
scrap
2.4 Closing balance 148,830,688.16 33,613,748.22 71,001,620.93 155,398,465.35 11,032,815.02 419,877,337.68
III. Provision for
impairment
3.1 Opening balance 4,309.80 74,674.54 78,984.34
3.2 Increase in the
current period
3.3 Decrease in the
current period
3.4 Closing balance 4,309.80 74,674.54 78,984.34
IV. Book value
4.1 Closing balance 1,649,457,383.37 31,094,675.80 8,964,525.58 79,882,200.05 973,554.05 1,770,372,338.85
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Houses and Decoration of Transportatio Electronic Office
Item Total
buildings fixed assets n equipment equipment equipment
4.2 Opening balance 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
Note: Other increases are due to the acquisition of Lu'an Yazhong Real Estate Information Consulting Co., Ltd. and
Lu'an Zhongke Real Estate Information Consulting Co., Ltd. in the current period.
13.2.2 The situation of fixed assets that have not completed the title certificate
Reasons for not completing the
Item Carrying amount
property right certificate
Houses and buildings 371,414,975.96 In progress
14. Construction in progress
14.1 Master list
Item Closing balance Opening balance
Construction in progress 294,785,678.31 214,248,125.04
Total 294,785,678.31 214,248,125.04
14.2 Construction in progress
14.2.1 Construction in progress
Closing balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Offcn Fushun
157,099,898.91 157,099,898.91 140,287,691.52 140,287,691.52
Building
Rizhao Learning
63,725,345.88 63,725,345.88
City
Yaxia Bozhou
62,847,721.95 62,847,721.95 62,847,721.95 62,847,721.95
Fortune Plaza
GAC-Toyota
9,721,381.62 9,721,381.62 9,721,381.62 9,721,381.62
Bozhou 4S Stores
Huangshan Fudi
1,391,329.95 1,391,329.95 1,391,329.95 1,391,329.95
Stores
Total 294,785,678.31 294,785,678.31 214,248,125.04 214,248,125.04
14.2.2 Changes in important construction projects in the current period
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Opening Increase in the Transfer to Other Closing
Item Budget amount
balance current period fixed assets decreases balance
Offcn Fushun
330,000,000.00 140,287,691.52 16,812,207.39 157,099,898.91
Building
Rizhao Learning
1,000,000,000.00 63,725,345.88 63,725,345.88
City
Total 1,330,000,000.00 140,287,691.52 80,537,553.27 220,825,244.79
Continued：
Amount of Including: Interest
Amount injected as a Construction
accumulated capitalized capitalization Source of
proportion of budget progress
capitalized interest for the rate for the funds
amount (%) (%)
interest period period (%)
47.61 47.61 self-funds
6.37 6.37 self-funds
-- --
15. Right-of-use assets
Item Houses and buildings Total
1.Original carrying amount
1.1 Opening balance 1,491,006,998.14 1,491,006,998.14
1.2 Increase in the current period 368,668,630.21 368,668,630.21
1.2.1 Add a lease contract 368,668,630.21 368,668,630.21
1.3 Decrease in the current period 73,601,114.44 73,601,114.44
1.3.1 Lease expiry 58,175,992.36 58,175,992.36
1.3.2 Expires early 15,425,122.08 15,425,122.08
1.4 Closing balance 1,786,074,513.91 1,786,074,513.91
2. Accumulated amortization
1.Opening balance 503,643,895.04 503,643,895.04
2.2 Increase in the current period 503,643,895.04 503,643,895.04
2.2.1 Provision 59,849,768.21 59,849,768.21
2.3 Decrease in the current period 58,175,992.36 58,175,992.36
2.3.1 Lease expiry 1,673,775.85 1,673,775.85
2.3.2 Expires early 443,794,126.83 443,794,126.83
2.4 Closing balance 503,643,895.04 503,643,895.04
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Item Houses and buildings Total
3. Impairment provision
3.1 Opening balance
3.2 Increase in the current period
3.3 Decrease in the current period
3.4 Closing balance
4. Book value
4.1 Closing balance 1,342,280,387.08 1,342,280,387.08
4.2 Opening balance 1,491,006,998.14 1,491,006,998.14
16. Intangible assets
16.1 Intangible assets
Item Land use rights Software use rights Trademark rights Total
1.Original carrying amount
1.1 Opening balance 446,725,693.93 7,774,286.02 7,140,521.53 461,640,501.48
1.2 Increase in the current period 463,327,047.50 463,327,047.50
1.2.1 Purchase 136,098,747.50 136,098,747.50
1.2.2 Other increases 327,228,300.00 327,228,300.00
1.3 Decrease in the current period
1.4 Closing balance 910,052,741.43 7,774,286.02 7,140,521.53 924,967,548.98
2. Accumulated amortization
1.Opening balance 29,028,132.73 3,810,053.83 2,446,748.17 35,284,934.73
2.2 Increase in the current period 21,616,899.76 706,888.17 728,165.47 23,051,953.40
2.2.1 Provision 21,616,899.76 706,888.17 728,165.47 23,051,953.40
2.3 Decrease in the current period
2.4 Closing balance 50,645,032.49 4,516,942.00 3,174,913.64 58,336,888.13
3. Impairment provision
3.1 Opening balance 3,111.00 3,111.00
3.2 Increase in the current period
3.3 Decrease in the current period
3.4 Closing balance 3,111.00 3,111.00
4. Book value
4.1 Closing balance 859,407,708.94 3,254,233.02 3,965,607.89 866,627,549.85
4.2 Opening balance 417,697,561.20 3,961,121.19 4,693,773.36 426,352,455.75
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Note: Other increases are due to the acquisition of Lu'an Yazhong Real Estate Information Consulting Co., Ltd. and
Lu'an Zhongke Real Estate Information Consulting Co., Ltd. in the current period.
16.2 Land use right without property certification held
Reasons for not completing the
Item Closing balance
property right certificate
Land use rights 257,463,145.70 In progress
17. Goodwill
17.1 Original book value of goodwill
Increase in the Decrease in the
Name of the investee current period current period
Opening Closing
and item resulting in Formed by
balance balance
goodwill business others Dispose others
combination
Shandong Kunzhong
39,378,573.51 39,378,573.51
Real Estate Co., Ltd.
Nanjing Huiyue Hotel
60,489,146.87 60,489,146.87
Management Co., Ltd.
Total 99,867,720.38 99,867,720.38
17.2 Goodwill impairment provision
None.
17.3 Relevant information of asset group or combination of asset group where goodwill is located
The company acquired Shandong Kunzhong Real Estate Co., Ltd. in 2016 and generated goodwill of RMB
39,378,573.51. The goodwill was divided into corresponding asset groups with a book value of RMB 178,960,953.83. The
recoverable amount of the asset group is determined based on the net amount of the fair value minus the disposal
expenses.
The company's acquisition of Nanjing Huiyue Hotel Management Co., Ltd. in 2018 generated goodwill of RMB
60,489,146.87, which was divided into corresponding asset groups with a book value of RMB 188,191,547.68. The
recoverable amount of the asset group is determined based on the net amount of the fair value minus the disposal
expenses.
17.4.Goodwill impairment testing process, key parameters and confirmation method of goodwill impairment loss
The method of provision for impairment is detailed in Note III (25) Impairment of long-term assets.
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The recoverable amount of the company's asset group including goodwill is estimated by using the net amount of the
fair value of the asset group in which the goodwill is located less the disposal costs. As the main assets have a fair value
that can be referred to in the market, the market comparison method is used to estimate the fair value of the base date of
the assets to be estimated, taking into account differences in time, transaction, regional and individual factors. For other
assets, combined with the actual situation of assets, the cost method is adopted to determine the fair value of the assets to
be appraised on the base date .The company entrusted an asset assessment company to conduct an impairment test on
goodwill. After testing, no goodwill was found to be impaired, and no provision for impairment was made.
18. Long-term prepaid expenses
Opening Increase in Amortization Other Closing
Item
balance the period for the period reductions balance
Decoration
400,291,298.64 35,524,590.00 66,684,829.78 369,131,058.86
expenditure
Other 12,217,367.56 1,402,059.83 2,559,479.87 11,059,947.52
Total 412,508,666.20 36,926,649.83 69,244,309.65 380,191,006.38
19. Deferred income tax assets and Deferred income tax liabilities
19.1 Unoffset deferred income tax assets
Closing balance Opening balance
Deductible Deductible
Item Deferred tax Deferred tax
temporary temporary
assets assets
differences differences
Provision for impairment losses of
7,097,408.69 1,143,919.39 1,879,621.51 412,811.14
assets
Deductible losses 2,816,982,346.58 422,547,351.99 84,774,502.49 21,193,625.63
Changes in fair value of
2,240,000.00 336,000.00
held-for-trading financial assets
Total 2,826,319,755.27 424,027,271.38 86,654,124.00 21,606,436.77
19.2 Unoffset deferred income tax liabilities
Item Closing balance Opening balance
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Taxable Deferred Taxable Deferred
temporary income tax temporary income tax
difference liabilities difference liabilities
Appraisal and Appreciation of
Consolidated Assets of
355,061,963.00 88,765,490.76 365,183,429.96 91,295,857.49
Non-identical Controlled
Enterprises
Changes in fair value of other
17,600,000.00 4,400,000.00 40,000,000.00 10,000,000.00
equity instrument investments
Changes in fair value of financial
3,446,850.74 546,681.86 22,697,173.26 3,381,587.10
assets held for trading
Total 376,108,813.74 93,712,172.62 427,880,603.22 104,677,444.59
19.3 Unrecognized deferred income tax asset details
Item Closing balance Opening balance
Deductible losses 261,754,607.89 55,733,407.18
Deductible temporary difference 2,801,762.22 221,561.67
Total 264,556,370.11 55,954,968.85
19.4 The deductible losses of unrecognized deferred income tax assets will expire in the following years
Year Closing balance Opening balance
2021 10,989,030.45
2022 14,669,961.10 119,383.82
2023 11,480,964.23 11,480,964.23
2024 38,853,304.84 9,975,369.01
2025 57,109,818.13 23,168,659.67
2026 139,640,559.59
Total 261,754,607.89 55,733,407.18
20. Other non-current assets
Closing balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Prepayment for Fixed
1,630,946,885.38 1,630,946,885.38
Assets
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Closing balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Input tax to be deducted /
11,962,352.40 11,962,352.40 13,707,312.81 13,707,312.81
to be certified
Prepaid construction
8,455,158.00 8,455,158.00 35,584,390.50 35,584,390.50
payments
Investment funds 800,000.00 800,000.00 500,800,000.00 500,800,000.00
Prepaid land payments 601,000,000.00 601,000,000.00
Total 1,652,164,395.78 1,652,164,395.78 1,151,091,703.31 1,151,091,703.31
21. Short-term loan
Short-term loan classification
Item Closing balance Opening balance
Credit loans 3,152,945,812.59 3,496,251,279.22
Pledge loans 479,768,050.00
Total 3,152,945,812.59 3,976,019,329.22
22. Accounts payable
List of accounts payable
Item Closing balance Opening balance
Start class fees 109,756,452.70 47,005,391.45
Fixed assets 83,112,000.00 83,112,000.00
Project payments 51,080,172.01 53,138,461.93
Renovation costs 22,461,110.93 11,312,336.01
Market promotion fees 15,623,180.88 12,918,597.97
Rent and property fees 4,337,615.50
Total 282,032,916.52 211,824,402.86
23. Contract liabilities
Summary of contract liabilities
Item Closing balance Opening balance
Training fees received in advance 3,063,247,467.84 4,925,351,396.44
Other 473,822.44 76,912.89
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Item Closing balance Opening balance
Total 3,063,721,290.28 4,925,428,309.33
24. payroll payable
24.1 List of employee salaries payable
Opening Closing
Item Increase Decrease
balance balance
I. Short-term salary 636,827,645.79 5,753,275,600.55 5,983,922,630.72 406,180,615.62
II.Post-employment welfare-
defined contribution plan 620,788.20 372,679,188.11 356,633,735.33 16,666,240.98
liability
III. Dismissed welfare 885,604.94 845,604.94 40,000.00
Total 637,448,433.99 6,126,840,393.60 6,341,401,970.99 422,886,856.60
24.2 Short-term salary list
Opening Closing
Item Increase Decrease
balance balance
I. Wages or salaries,
bonuses, allowances and 628,829,674.62 5,373,626,145.61 5,602,712,023.21 399,743,797.02
subsidies
II. Staff welfare 11,990,933.07 11,990,933.07
III. Social security
6,950,840.17 220,714,436.79 221,895,581.98 5,769,694.98
contributions
Inc: 1.Medical insurance 6,934,136.71 206,998,124.98 208,552,743.83 5,379,517.86
2. Work injury insurance 3,575.24 7,945,142.66 7,558,746.97 389,970.93
3. Maternity insurance 13,128.22 5,771,169.15 5,784,091.18 206.19
IV. Housing fund 1,041,581.00 146,786,598.68 147,161,297.68 666,882.00
V. Labor union expenditure
and employee education 5,550.00 157,486.40 162,794.78 241.62
expenditure
Total 636,827,645.79 5,753,275,600.55 5,983,922,630.72 406,180,615.62
24.3 Set deposit plan listing
Item Opening balance Increase Decrease Closing balance
I. Basic endowment insurance 600,449.08 359,511,711.59 344,052,854.92 16,059,305.75
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Item Opening balance Increase Decrease Closing balance
II. Unemployment insurance 20,339.12 13,167,476.52 12,580,880.41 606,935.23
Total 620,788.20 372,679,188.11 356,633,735.33 16,666,240.98
24.4 Dismissed welfare
Item Amount of current payments Amount due but not yet paid
Compensation for termination
845,604.94 40,000.00
of employment
Total 845,604.94 40,000.00
25. Taxes payable
Item Closing balance Opening balance
1. Corporate income tax 7,200,408.21 119,249,068.60
2. Land use tax 2,064,992.60 806,176.59
3. Property tax 1,604,934.51 1,251,091.59
4. Value-added tax 1,258,114.36 8,571,895.29
5. Withholding individual income tax 227,163.18 160,427.08
6. City maintenance and construction tax 84,830.67 549,182.28
7. Education surcharge 37,072.06 238,219.17
8. Other 89,236.25 285,710.18
Total 12,566,751.84 131,111,770.78
26. Other payable
26.1 Master list
Item Closing balance Opening balance
Other payable 129,043,599.22 9,479,383.03
Total 129,043,599.22 9,479,383.03
26.2 Other payables
Item Closing balance Opening balance
Equity transfer 61,283,300.00
Daily expenses 58,363,407.47 1,597,271.61
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Item Closing balance Opening balance
Social Security and Provident Fund 683,275.40 924,969.11
Advances and others 8,713,616.35 6,957,142.31
Total 129,043,599.22 9,479,383.03
27. Non-current liabilities due within one year
Item Closing balance Opening balance
Lease liabilities due within one year 531,876,007.31 699,372,590.26
Total 531,876,007.31 699,372,590.26
28. Other current liabilities
Item Closing balance Opening balance
Value-added tax received in advance 91,925,853.39 147,765,156.66
Total 91,925,853.39 147,765,156.66
29. Lease liabilities
Item Closing balance Opening balance
Houses and buildings 635,691,184.87 632,866,068.34
Total 635,691,184.87 632,866,068.34
30. Share capital
Changes in the current period（+、-）
Opening Issue Provident fund Closing
Item Bonus
balance new transfer to share other Total balance
share
shares capital
Share
103,807,623.00 103,807,623.00
capital
31. Capital reserve
Item Opening balance Increase Decrease Closing balance
Equity premium 1,225,481,049.50 1,225,481,049.50
Total 1,225,481,049.50 1,225,481,049.50
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32. Other comprehensive income
Amount incurred in this period
Less: transferred to Less: transferred to
other comprehensive other comprehensive
Attributable to Attributable
Opening Pre-tax income in the income in the Less: Closing
Item the parent to minority
balance amount previous period and previous period and income tax balance
company, shareholders
for the year transferred to profit or transferred to retained expenses
after tax , after tax
loss in the current earnings in the
period current period
1. Other comprehensive income
not reclassfied into gains or 30,000,000.00 -22,400,000.00 -5,600,000.00 -16,800,000.00 13,200,000.00
losses
Changes in the fair value of other
30,000,000.00 -22,400,000.00 -5,600,000.00 -16,800,000.00 13,200,000.00
equity instruments
2. Other comprehensive income
classified into gains or losses
Total 30,000,000.00 -22,400,000.00 -5,600,000.00 -16,800,000.00 13,200,000.00
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33. Surplus reserve
Item Opening balance Increase Decrease Closing balance
Statutory surplus reserve 45,000,000.00 45,000,000.00
Total 45,000,000.00 45,000,000.00
34. Undistributed profit
Amount for the current Amount for the prior
Item
period period
Undistributed profits at the end of previous year 2,870,839,120.70 2,046,657,231.32
Adjusting undistributed profits at the beginning of the
period(Increase +, decrease-)
Undistributed profits at the beginning of the year 2,870,839,120.70 2,046,657,231.32
Add: net profit attributable to owners of the Parent
-2,369,509,039.00 2,304,357,742.74
Company
Less: appropriation of statutory surplus reserve
Appropriation of arbitrary surplus reserves
Dividend payable for ordinary shares 1,480,175,853.36
Other
Undistributed profits at the end of period 501,330,081.70 2,870,839,120.70
35. Operating income and operating costs
Amount for the current period Amount for the prior period
Item
Operating income Operating costs Operating income Operating costs
Prime operating
6,860,282,371.30 4,945,732,913.85 11,138,901,718.71 4,513,636,084.16
income
Including:Education
6,860,282,371.30 4,945,732,913.85 11,138,901,718.71 4,513,636,084.16
and Training
Other business 51,440,960.49 47,984,449.73 63,592,576.33 53,690,847.28
Total 6,911,723,331.79 4,993,717,363.58 11,202,494,295.04 4,567,326,931.44
36. Taxes and surcharges
Item Amount for the current period Amount for the prior period
Land holding tax 11,321,827.24 3,381,103.73
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Item Amount for the current period Amount for the prior period
City maintenance and construction tax 8,522,400.03 763,262.32
Property tax 7,049,854.14 6,616,408.91
Education surcharge 6,082,104.43 541,844.53
Stamp tax 1,767,176.26 844,498.27
Vehicle usage tax 206,086.78 219,798.99
Other 405,720.86 371,797.88
Total 35,355,169.74 12,738,714.63
37. Sales expenses
Item Amount for the current period Amount for the prior period
Employee's salary 1,483,858,537.49 1,236,069,387.65
Marketing fee 270,366,194.33 278,829,823.86
Rent property and depreciation
223,882,255.51 188,443,486.90
amortization
Travel expenses 113,757,589.64 99,197,672.77
Other 13,234,335.09 9,249,741.98
Total 2,105,098,912.06 1,811,790,113.16
38. Management expenses
Item Amount for the current period Amount for the prior period
Employee's salary 895,338,308.25 860,224,894.29
Rental property and depreciation
189,782,209.74 155,909,891.20
amortization
Office expenses 123,857,061.80 116,671,846.80
Travel expenses 67,023,692.53 62,125,639.40
Welfare fee 8,856,771.23 8,559,890.15
Share payments 26,900,000.00
Other 30,784,978.48 49,477,045.53
Total 1,315,643,022.03 1,279,869,207.37
39. Research and development expenses
Item Amount for the current period Amount for the prior period
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Item Amount for the current period Amount for the prior period
Employee's salary 821,900,871.61 980,101,934.22
Travel expenses 27,128,292.82 23,799,305.33
Other 52,440,374.14 46,796,094.24
Total 901,469,538.57 1,050,697,333.79
40. Financial expenses
Item Amount for the current period Amount for the prior period
Interest expenses 274,734,405.81 172,114,852.12
Less: Interest income 58,235,304.20 33,148,136.69
Service Charge 275,115,370.37 291,581,973.74
Total 491,614,471.98 430,548,689.17
41. Other income
Item Amount for the current period Amount for the prior period
VAT exemption 68,480,064.80 313,855,441.46
Financial support 20,000,000.00
Stable subsidy 6,034,820.96 19,123,806.18
Small financial support income 1,187,768.87 151,606.91
Rent subsidy income 273,750.00 268,680.00
Tax handling fee refund 107,735.71 1,746,734.22
Land use tax incentives 444,804.00
Park support and subsidy 120,000.00
Total 96,084,140.34 335,711,072.77
42. Investment income
Amount for the Amount for the prior
Item
current period period
Long-term equity investments income under equity
-2,149,635.60
method
Investment income from disposal of long-term equity
26,620.33
investments
Dividend income obtained during the holding period of 1,327,872.00 249,600.00
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Amount for the Amount for the prior
Item
current period period
other equity instrument investments
Interest income obtained during the period of debt
23,083,807.21 76,070,548.08
investment holding
Investment income from Financial product 56,955,660.58 180,223,310.57
Gains arising from remeasurement of remaining equity
25,576.40
at fair value after loss of control
Total 79,269,900.92 256,543,458.65
43. Fair value change income
Item Amount for the current period Amount for the prior period
Tradable financial assets -21,490,322.52 20,984,385.76
Total -21,490,322.52 20,984,385.76
44. Expected credit loss
Item Amount for the current period Amount for the prior period
Accounts receivable bad debt
-2,047,094.28 -988,142.88
losses
Other receivables bad debt -6,482,755.12 -182,909.95
Total -8,529,849.40 -1,171,052.83
45. Asset disposal income
Item Amount for the current period Amount for the prior period
Fixed assets -163,075.82 162,043.59
Total -163,075.82 162,043.59
46. Non-operating income
Amount included in
Amount for the Amount for the
Item current non-recurring
current period prior period
profit and loss
Liquidated damages income 18,141,095.89 18,141,095.89
gains from disposal of fixed assets 44,705.00
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Amount included in
Amount for the Amount for the
Item current non-recurring
current period prior period
profit and loss
Government subsidy 19,800.00
Other 798.00
Total 18,141,095.89 65,303.00 18,141,095.89
47. Non-operating expenses
Amount for the Amount for the Amount included in current
Item
current period prior period non-recurring profit and loss
Fixed assets disposal losses 5,264.50 5,264.50
Forfeiture and Late Payments 833,516.13 365,792.85 833,516.13
External donation 415,001.84 305,003.50 415,001.84
Compensation expenses 50,000.00 3,845.50 50,000.00
Total 1,303,782.47 674,641.85 1,303,782.47
48. Income tax expense
48.1 Statement of income tax expense
Item Amount for the current period Amount for the prior period
Income tax expenses -399,652,322.88 356,812,108.72
Inc: Current tax expense 8,133,783.70 356,690,541.80
Deferred tax expense -407,786,106.58 121,566.92
48.2 Accounting profit and income tax expense adjustment process
Amount for the Amount for the prior
Item
current period period
Total profit -2,769,167,039.23 2,661,143,874.57
Income tax expenses calculated pursuant to
-415,375,055.88 399,171,581.19
statutory/applicable tax rate(s)
Impact from different tax rates applicable to subsidiaries -5,079,231.58 -6,991,306.55
Impact from adjustment to income tax in prior periods 604,294.24 -13,895.40
Profit and loss attributable to joint ventures and
537,408.90
associates
Impact of non-taxable income -331,968.00 -62,400.00
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Amount for the Amount for the prior
Item
current period period
Impact from non-deductible cost, expense and loss 4,510,631.06 5,245,057.55
Tax deduction -30,794,981.36 -45,107,330.97
Impact from using deductible losses of previously
-611,337.11 -78,416.71
unrecognized deferred income tax assets
The effect of deductible temporary differences or
deductible losses of deferred income tax assets not 46,887,916.85 4,648,819.61
recognized in the current period
Income tax expenses -399,652,322.88 356,812,108.72
49. Other comprehensive income items and their income tax impact and transfer-in profit and loss
See this report for details Note “Ⅵ (32) Other comprehensive income”.
50. Items in cash flow statement
50.1 Other cash receipts relating to operating activities
Amount for the current Amount for the prior
Item
period period
Deposits and guarantees 67,046,115.88 206,647,643.62
Interest income 58,235,304.20 33,148,136.69
Other income and non-operating income 45,745,171.43 22,576,746.74
Disbursement fee and othe 794,866.26 1,548,933.16
Reserve 120,357.15 5,313,917.82
Capital occupation fee 13,324,109.00
Total 171,941,814.92 282,559,487.03
50.2 Other cash payments relating to operating activities
Item Amount for the current period Amount for the prior period
Daily expenses 701,531,709.86 1,015,974,942.08
Service Charge 218,115,370.37 291,248,494.89
Deposits and guarantees 197,610,304.93 70,688,933.00
Non-operating expenses 1,303,782.47 674,641.85
Disbursement fee and other 462,284.22
Reserve 385,512.15 5,480,802.14
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Item Amount for the current period Amount for the prior period
Total 1,119,408,964.00 1,384,067,813.96
50.3 Other cash receipts relating to investing activities
Item Amount for the current period Amount for the prior period
Engineering deposit 200,000,000.00
Total 200,000,000.00
50.4 Other cash payments relating to investing activities
Item Amount for the current period Amount for the prior period
Engineering deposit 200,000,000.00
Total 200,000,000.00
50.5 Other cash receipts relating to financing activities
Item Amount for the current period Amount for the prior period
Equity distribution margin 1,000,000.00
Total 1,000,000.00
50.6 Other cash payments relating to financing activities
Item Amount for the current period Amount for the prior period
Cash paid to repay principal and
606,571,985.34
interest on lease liability
Equity distribution margin 1,000,000.00
Dividend handling fee 333,478.85
Total 606,571,985.34 1,333,478.85
51. Supplementary Information on Cash Flow Statement
51.1 Supplementary Information on Cash Flow Statement
Amount for the current Amount for the prior
Additional materials
period period
1. Reconciliation of net profit to cash flow from
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Amount for the current Amount for the prior
Additional materials
period period
operating activities:
Net profit -2,369,514,716.35 2,304,331,765.85
Add: Provision for impairment losses of assets
Credit impairment loss 8,529,849.40 1,171,052.83
Depreciation of fixed assets, depletion of oil and
120,413,023.55 88,365,469.55
gas assets, depreciation of bearer biological assets
Amortization of right-of-use assets 503,643,895.04
Amortization of intangible assets 20,823,493.07 12,694,728.51
Amortization of long-term prepaid expenses 66,684,829.78 62,457,211.00
Losses/(gains) on disposal of fixed assets,
163,075.82 -162,043.59
intangible assets and other long-term asset
Losses /(gains) on write-off of fixed assets 5,264.50 -44,705.00
Losses/(gains) on changes in fair values 21,490,322.52 -20,984,385.76
Financial expenses/ (income) 274,734,405.81 172,448,330.97
Losses/(gains) arising from investments -79,269,900.92 -256,543,458.65
Decrease /(increase) in deferred tax assets -402,420,834.61 -123,604.64
Increase/(decrease) in deferred tax liabilities -5,365,271.97 245,171.56
Decrease /(increase) in inventories
Decrease /(increase) in receivables from
-172,950,120.86 107,621,688.58
operating activities
Increase/(decrease) in payables from operating
-2,084,928,863.68 2,384,091,880.70
activities
Others 26,900,000.00
Net cash flow from operating activities -4,097,961,548.90 4,882,469,101.91
2.Significant investing and financing activities that do
not involve cash flow
Conversion of debt into capital
Reclassification of current portion of convertible
bonds to current liabilities
Fixed assets capitalized under finance lease
3. Net changes in cash and cash equivalents:
Closing balance of cash 1,969,806,009.56 5,950,036,489.12
Less: Opening balance of cash 5,950,036,489.12 2,724,335,001.58
Add: Closing balance of cash equivalents
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Amount for the current Amount for the prior
Additional materials
period period
Less: Opening balance of cash equivalents
Net increase in cash and cash equivalents -3,980,230,479.56 3,225,701,487.54
51.2 Net Cash receive of disposal of the subsidiary
Item Amount
Disposal of cash or cash equivalents received by subsidiaries in the current period 51,000,000.00
Including:Beijing Zhonggong Future Education Technology Co., Ltd. 51,000,000.00
Less: Cash and cash equivalents held by the company on the date of loss of control
Add:Cash or cash equivalents received in the current period from disposals of
subsidiaries in previous periods
Net cash received from disposal of subsidiaries 51,000,000.00
51.3. Composition of Cash and Cash Equivalents
Item Closing balance Opening balance
I. Cash 1,969,806,009.56 5,950,036,489.12
Including: Cash on hand 62,362.45 67,906.76
Bank deposits 1,755,585,321.54 5,881,843,030.73
Other monetary funds 214,158,325.57 68,125,551.63
II. Cash equivalents
Including: Investments in debt securities due within three months
III. Closing balance of cash and cash equivalents 1,969,806,009.56 5,950,036,489.12
Including: Cash and cash equivalents with restricted use of
parent company or subsidiaries within the group
52. Assets with restricted ownership or use rights
Item Closing balance Reason for restriction
Cash and cash equivalents 84,800.00 Guaranteed deposit
Cash and cash equivalents 470,463.08 Not used for a long time/Not checkedd
Total 555,263.08
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53. Government subsidy
Details of Government subsidy
Amount included in
Species Amount Listed items
current profit and loss
Financial support 20,000,000.00 Other income 20,000,000.00
Stable subsidy 6,034,820.96 Other income 6,034,820.96
Small financial support income 1,187,768.87 Other income 1,187,768.87
Rent subsidy income 273,750.00 Other income 273,750.00
Total 27,496,339.83 27,496,339.83
VII. Changes In the Scope Of Consolidation
1. Business combinations not under common control
None.
2. Business combination under the same control
None.
3. Reverse purchase
None.
4. Disposal of subsidiaries
The difference between the
the point Basis for disposal price and the share
Equity
Equity Equity in time determination of of the subsidiary's net
dispos
Subsidiary name disposal disposal when the point in time assets at the consolidated
al
price ratio（%） control when control is financial statement level
method
was lost lost corresponding to the
disposal investment
Sign the transfer
Beijing Offcn Future
agreement and
Education Technology 51,000,000.00 51.00 Transfer 2021-10-12 26,620.33
receive the disposal
Co., Ltd.
payment
Continued：
Percentage Book value of Fair value of Gain or loss from Determination method Amount transferred
of remaining remaining equity remaining equity remeasurement of and main assumptions from other
equity at the on the date of loss at the date of loss remaining equity at of fair value of comprehensive
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Offcn Education Technology Co., Ltd. 2021 Annual Report
date of loss of control of control fair value remaining equity on income related to
of control（%） the date of loss of equity investment in
control atomic company to
investment profit and
loss
49.00 48,974,423.60 49,000,000.00 25,576.40 Appraised value
5. Changes in the scope of consolidation due to other reasons
Proportion of
The name of the subsidiary Reason for changes
shareholding (%)
1.Lu’an Yazhong Real Estate Information Consulting
100.00 Acquisition(Note)
Co., Ltd.
2.Lu’an Zhongke Real Estate Information Consulting
100.00 Acquisition(Note)
Co., Ltd.
3.Wenling Offcn Information Consulting Co., Ltd 100.00 New establishment
4.Anshan Tiedong Offcn Education Training School Co.,
100.00 New establishment
Ltd.
5.Diqing Offcn Training School Co., Ltd. 100.00 New establishment
6.Dali Offcn Education Training School Co., Ltd. 100.00 New establishment
7.Harbin Nangang Offcn Education Training School Co.,
100.00 New establishment
Ltd.
8.Nujiang Offcn Training School Co., Ltd. 100.00 New establishment
9.Weixi Offcn Education Training School Co., Ltd. 100.00 New establishment
10.Beijing Offcn Century Education Technology Co., Ltd 100.00 New establishment
Note: The Company's acquisition of Lu'an Yazhong Real Estate Information Consulting Co., Ltd. and Lu'an Zhongke
Real Estate Information Consulting Co., Ltd. does not constitute a business combination, and its essence is essentially the
purchase of assets.
6. Other
None.
Section VIII. Interests In Other Entities
1. Interests in subsidiaries
1.1 Composition of the company
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Principal Proportion of Voting
Place of Nature of Acquisition
Name Business shareholding（%） rights
registration business Method Direct
Address Direct Indirect ratio（%）
1.Offcn Ltd. Beijing Beijing Service 100.00 100.00 Reverse purchase
2.Wuhu Yawei Automobile Sales Service Co.,
Wuhu Wuhu Sales 100.00 100.00 New establishment
Ltd
3.Ningguo Yaxia Motor Vehicle Driver Training
Ningguo Ningguo Service 100.00 100.00 New establishment
School (Co., Ltd.)
4.Huangshan Yaxia Fudi Automobile Sales
Huangshan Huangshan Sales 100.00 100.00 New establishment
Services Co., Ltd.
5.Chaohu Yaxia Kaixuan Automobile Sales
Hefei Hefei Sales 100.00 100.00 New establishment
Service Co., Ltd.
6.Bozhou Yaxia Motor Vehicle Driver Training
Bozhou Bozhou Service 100.00 100.00 New establishment
School Co., Ltd.
7.Suzhou Bokai Automobile Sales Service Co.,
Suzhou Suzhou Sales 100.00 100.00 Acquisition
Ltd.
8.Shaanxi Offcn Education Technology Co.
Xi'an Xi'an Service 100.00 100.00 New establishment
Ltd.
9.Chengdu Offcn Future Education Training
Chengdu Chengdu Service 100.00 100.00 New establishment
School Co. Ltd.
10.Lu’an Yazhong Real Estate Information
Lu'an Lu'an Real estate 100.00 100.00 Acquisition
Consulting Co., Ltd.
11.Lu’an Zhongke Real Estate Information
Lu'an Lu'an Real estate 100.00 100.00 Acquisition
Consulting Co., Ltd.
12.Zhejiang Offcn Education Technology Co.
Hangzhou Hangzhou Service 100.00 100.00 New establishment
Ltd..
13.Taizhou Offcn Future Enterprise
Taizhou Taizhou Service 100.00 100.00 New establishment
Management Consulting Co., Ltd.
14.Wenling Offcn Information Consulting Co.,
Wenling Wenling Service 100.00 100.00 New establishment
Ltd.
15.Beijing Offcn Xinzhiyu Online Technology
Beijing Beijing Service 100.00 100.00 New establishment
Co., Ltd.
16.Hulun Buir Hailar Offcn Education
Hulunbeier Hulunbeier Service 100.00 100.00 New establishment
Information Consulting Co., Ltd..
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Principal Proportion of Voting
Place of Nature of Acquisition
Name Business shareholding（%） rights
registration business Method Direct
Address Direct Indirect ratio（%）
17.Xilinhot Offcn Future Education Consulting
Xilinhaote Xilinhaote Service 100.00 100.00 New establishment
Co., Ltd
18.Yueqing Lecheng Offcn Training Center Co.,
Yueqing Yueqing Service 100.00 100.00 New establishment
Ltd..
19.Jiaozuo Offcn Future Education Service Co.,
Jiaozuo Jiaozuo Service 100.00 100.00 New establishment
Ltd
20.Xinzheng Offcn Cultural Communication
Zhengzhou Zhengzhou Service 100.00 100.00 New establishment
Co., Ltd..
21.Chongqing Jiangbei Offcn Vocational
Chongqing Chongqing Service 100.00 100.00 New establishment
Examination Training Co., Ltd.
22.Nanning Offcn Future Education Consulting
Nanning Nanning Service 100.00 100.00 New establishment
Co., Ltd.
23.Baiyin Offcn Future Education Consulting
Baiyin Baiyin Service 100.00 100.00 New establishment
Co., Ltd.
24.Beijing Xinde Zhiyuan Enterprise
Beijing Beijing Service 100.00 100.00 New establishment
Management Consulting Co., Ltd..
25.Nanjing Huiyue Hotel Management Co.,
Nanjing Nanjing Service 100.00 100.00 Acquisition
Ltd.
26.Shandong Kunzhong Real Estate Co., Ltd. Jinan Jinan Service 100.00 100.00 Acquisition
27.Sanmenxia Offcn Cultural Communication
Sanmenxia Sanmenxia Service 100.00 100.00 New establishment
Co., Ltd.
28.Liaoning Offcn Academic & Cultural
Shenyang Shenyang Service 100.00 100.00 New establishment
Exchange Co., Ltd.
29.Liaoning Offcn Education Technology Co.,
Shenfuxinqu Shenfuxinqu Service 100.00 100.00 New establishment
Ltd.
30.Shandong Offcn Education Technology Co.,
Qingdao Qingdao Service 100.00 100.00 New establishment
Ltd.
31.Jilin Changyi Offcn Education Training
Jilin Jilin Service 100.00 100.00 New establishment
School Co., Ltd.
32.Yuxi Offcn Training School Co., Ltd. Yuxi Yuxi Service 100.00 100.00 New establishment
33.Tonghua Offcn Training School Co., Ltd. Tonghua Tonghua Service 100.00 100.00 New establishment
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Principal Proportion of Voting
Place of Nature of Acquisition
Name Business shareholding（%） rights
registration business Method Direct
Address Direct Indirect ratio（%）
34.Hunan Lightsalt Offcn Education
Changsha Changsha Service 90.00 90.00 New establishment
Technology Co., Ltd..
35.Tianjin Hexi Offcn Training School Co.,
Tianjin Tianjin Service 100.00 100.00 New establishment
Ltd.
36.Chengdu Offcn Education Training School
Chengdu Chengdu Service 100.00 100.00 New establishment
Co., Ltd.
37.Shandong Zhuoda Business Management
Rizhao Rizhao Service 100.00 100.00 New establishment
Co., Ltd.
38.Liaoning Zhongcheng Real Estate
Shenfuxinqu Shenfuxinqu Real estate 100.00 100.00 Acquisition
Development Co.,Ltd.
39.Wuhu Offcn Training School Co. Ltd. Wuhu Wuhu Service 100.00 100.00 New establishment
40.Wuhan Guoshang Human Resource Service
Wuhan Wuhan Service 100.00 100.00 New establishment
Co., Ltd.
41.Jinan Zhangqiu Offcn Training School
Jinan Jinan Service 100.00 100.00 New establishment
Co.,Ltd.
42.Mengzi Offcn Education Training Co. Ltd.. Mengzi Mengzi Service 100.00 100.00 New establishment
43.Beijing Offcn Technology Development Co.
Beijing Beijing Service 100.00 100.00 New establishment
Ltd..
44.Shanghai Offcn Education Technology Co.
Shanghai Shanghai Service 100.00 100.00 New establishment
Ltd.
45.Guangzhou Offcn Smart Education
Guangzhou Guangzhou Service 100.00 100.00 New establishment
Technology Co. Ltd.
46.Pingshan Offcn Education Technology Co.
Shijiazhuang Shijiazhuang Service 100.00 100.00 New establishment
Ltd.
47.Shandong Offcn Education Training School
Jinan Jinan Service 100.00 100.00 New establishment
Co. Ltd.
48.Lanzhou Offcn Education Training School
Lanzhou Lanzhou Service 100.00 100.00 New establishment
Co. Ltd.
49.Anshan Tiedong Offcn Education Training
Anshan Anshan Service 100.00 100.00 New establishment
School Co., Ltd.
50.Diqing Offcn Training School Co., Ltd. DiQingZhou DiQingZhou Service 100.00 100.00 New establishment
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Principal Proportion of Voting
Place of Nature of Acquisition
Name Business shareholding（%） rights
registration business Method Direct
Address Direct Indirect ratio（%）
51.Dali Offcn Education Training School Co.,
Dali Dali Service 100.00 100.00 New establishment
Ltd.
52.Harbin Nangang Offcn Education Training
Harbin Harbin Service 100.00 100.00 New establishment
School Co., Ltd.
53.Nujiang Offcn Training School Co., Ltd. NujiangZhou NujiangZhou Service 100.00 100.00 New establishment
54.Weixi Offcn Education Training School Co.,
Weixi Weixi Service 100.00 100.00 New establishment
Ltd.
55.Beijing Offcn Century Education
Beijing Beijing Service 100.00 100.00 New establishment
Technology Co., Ltd
1.2 Material non-wholly owned subsidiaries
None.
1.3 Main financial information in respect of material non-wholly owned subsidiaries
None.
1.4 Significant restrictions on the use of enterprise group assets and pay off debts of the enterprise group
None.
1.5 Financial support or other support provided to structured entities included in the scope of consolidated financial
statements
None.
2. The share of ownership in the subsidiary changes and the subsidiary still controls the transaction
None.
3. Investment subject
None.
4. Interests in joint arrangements or joint ventures
Financial summary for non-important Joint venture and associated enterprise
Ending balance / Opening balance /
Item
Current period Last Period
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Ending balance / Opening balance /
Item
Current period Last Period
Associated enterprise：
Total book value of investment 46,850,364.40
Amount based on share-holding ratio -2,149,635.60
--Net profit -2,149,635.60
--Other comprehensive income
--Total comprehensive income
5. Significant joint operations
None.
6. Interests in structured entities not included in the scope of consolidated financial statements
None.
7. Other
None.
Section IX. Risks Associated With Financial Instruments
The company's main financial instruments include cash and cash equivalents, financial assets held for trading,
accounts receivable, other receivables, debt investments, other equity instrumens, 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 exposures to ensure that these
risks are contained within a defined range.
Risk management objective and policy：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, establish an appropriate
bottom line for risk tolerance, make risk management and timely and reliably supervise various risks to control the risks
within the limited scope.
The main risks caused by the Company's financial instruments are credit risk, liquidity risk and market risk.
1. Classification of financial instruments
1.1Carrying value of various financial assets
（1）31 December 2021
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Financial assets
Financial assets
Financial assets measure at fair
measured at fair
Item measured at value through other Total
value through
amortized cost comprehensive
profit or loss
income
Cash and cash equivalents 1,970,361,272.64 1,970,361,272.64
Financial assets held for trading 346,726,621.74 346,726,621.74
Accounts Receivable 40,374,842.27 40,374,842.27
Other receivables 219,501,061.83 219,501,061.83
Debt investment 7,058,993.55 7,058,993.55
Other current assets 12,833,701.81 12,833,701.81
Other equity instruments 130,400,000.00 130,400,000.00
Other non-current financial assets 30,260,000.00 30,260,000.00
（2）31 December 2020
Financial assets
Financial assets
Financial assets at fair value
at fair value
Item measured at through other Total
through profit or
amortized cost comprehensive
loss
income
Cash and cash equivalents 5,950,395,089.12 5,950,395,089.12
Financial assets held for trading 983,205,858.25 983,205,858.25
Accounts Receivable 21,493,637.66 21,493,637.66
Other receivables 304,318,966.20 304,318,966.20
Non-current assets due within one year 1,985,873,462.75 1,985,873,462.75
Other current assets 41,832,345.30 41,832,345.30
Other equity instruments 152,800,000.00 152,800,000.00
Other non-current financial assets 208,450,315.01 208,450,315.01
1.2 Carrying value of various financial liabilities at the balance sheet date as follows：
（1）31 December 2021
Financial liabilities at
Item fair value through Other liabilities Total
profit or loss
Short-term borrowings 3,152,945,812.59 3,152,945,812.59
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Financial liabilities at
Item fair value through Other liabilities Total
profit or loss
Accounts payable 282,032,916.52 282,032,916.52
Other payable 129,043,599.22 129,043,599.22
Non-current liabilities due within one
531,876,007.31 531,876,007.31
year
Lease liability 635,691,184.87 635,691,184.87
（2）31 December 2020
Financial liabilities at
Item fair value through Other liabilities Total
profit or loss
Short-term borrowings 3,976,019,329.22 3,976,019,329.22
Accounts payable 211,824,402.86 211,824,402.86
Other payable 9,479,383.03 9,479,383.03
2. Credit risk
The financial assets of the company include cash and cash equivalents, financial assets held for trading, 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 book value of accounts receivable and other receivables in the consolidated balance sheet is the biggest credit
risk that the company may face. 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 VI (3) “ Accounts
receivable “ and Note VI (5) “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 by using a
variety of financing instruments, including bank loans and other interest-bearing loans.
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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:
31 December 2021
Item
Within 1 year 1-5 years Over 5 years Total
Short-term loan 3,152,945,812.59 3,152,945,812.59
Accounts payable 282,032,916.52 282,032,916.52
Other payable 129,043,599.22 129,043,599.22
Non-current liabilities
550,685,331.89 550,685,331.89
due within one year
Lease liability 650,123,884.68 22,037,457.51 672,161,342.19
Continued：
31 December 2020
Item
Within 1 year 1-5 years Over 5 years Total
Short-term loan 3,976,019,329.22 3,976,019,329.22
Accounts payable 211,824,402.86 211,824,402.86
Other payable 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.Market risk mainly includes interest rate risk and foreign currency risk.
4.1. Interest rate risk
None.
4.2. Currency risk
None.
Section X. Capital Management
The main objective of the company's capital management is to ensure the company's ability to continue operations and
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Offcn Education Technology Co., Ltd. 2021 Annual Report
maintain healthy capital ratios to support the business and maximize shareholder value.
The company manages the capital structure and adjusts it according to the economic situation and changes in the risk
characteristics of related assets.
To maintain or adjust the capital structure, the company may adjust the distribution of profits to shareholders, return
capital to shareholders or issue new shares. The company is not subject to external mandatory capital requirements.
Capital management objectives, policies or procedures for 2021 remain unchanged.
Section XI. Fair Value Disclosure
1. The ending fair value of assets and liabilities measured at fair value
Fair value at the end of the period
Item
Level 1 Level 2 Level 3 Total
I. Continuous fair value measurement
（I.）Transaction financial asset 346,726,621.74 30,260,000.00 376,986,621.74
1. Financial asset at fair value through profit or loss 346,726,621.74 30,260,000.00 376,986,621.74
（1）Debt instruments 346,726,621.74 30,260,000.00 376,986,621.74
（2）Equity instruments
（3）Derivative financial assets
2. Designated as financial asset at fair value through
profit or loss
（1）Debt instruments
（2）Equity instruments
（II）Other debt investments
（III）Other equity instruments 130,400,000.00 130,400,000.00
（IV）Investment properties
（V）Biological assets
Total assets measured continuously at fair value 346,726,621.74 160,660,000.00 507,386,621.74
（IV）Transaction financial liabilities
1. Financial liabilities at fair value through profit or loss
Including：Issued held-for-trading bonds
Derivative financial liabilities
Other
2. Designated as financial asset at fair value through
profit or loss
Total liabilities measured continuously at fair
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Fair value at the end of the period
Item
Level 1 Level 2 Level 3 Total
value
II、Non-continuous fair value measurement
（I）Assets held for sales
Total assets measured non-continuously at fair
value
Total liabilities measured non-continuously at fair
value
2. The basis for determining the market price of continuous and non-continuous first-level fair value
measurement projects
None.
3. Qualitative and quantitative information on the valuation techniques used and important parameters for
continuous and non-continuous second-level fair value measurement projects
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. Qualitative and quantitative information on the valuation techniques used and important parameters for
continuous and non-continuous third-level fair value measurement projects
The company's sustainable third-level fair value measurement items are mainly non-tradable equity instrument
investment and debt instrument investment.The fair value is determined by market method and liquidity discount.
5. Continuous third-level fair value measurement project, adjustment information between the opening and
closing book value and sensitivity analysis of unobservable parameters
None.
6. Continuous fair value measurement items, if conversions between various levels occurred during the
current period, the reasons for the conversions and the policies for determining the timing of the conversions
None.
7. Changes in valuation techniques that 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.
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9. Other
None.
Setion XII. Related Party Relationships And Transactions
1. Basis of identifying related party
Parties are considered to be related if one party has the ability to control or joint control the other party or exercise
significant influence over the other party. Parties(two or more than two) are also considered to be related if they are subject
to common control,joint control or significant influence from other party.
2. The controlling shareholder of the company
The company is ultimately controlled by Li yongxin and Lu zhongfang. As of 31 December 2021, their combined
shareholding accounted for 61.01% of the company's share capital.
3. Subsidiaries of the company
The details of the subsidiaries of the company are detailed in Note VIII.(1) “Interest in subsidiaries”.
4. Joint vetures and associates of the company
Principal Proportion of
Place of Nature of Accounting
Name Business shareholding（%）
registration business treatment
Address Direct Indirect
Associates
Beijing Zhongwang Future
Education Technology Beijing Beijing Service 49.00 Equity method
Co., Ltd
5. Other related parties of the company
Name Relationship
Li Yongxin The controlling shareholder
Beijing Qianqiu Intelligence Book & Media Co.,
Actual controller
Ltd.
Beijing Haidian Offcn Training School Actual controller
Jinan Offcn Training School Actual controller
Kunming Wuhua Offcn Training School Actual controller
Baoding Lianchi Offcn Training School Actual controller
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Name Relationship
Beijing Haidian Baoquan Financial Training
Actual controller
Centre
Cangzhou Yunhe Offcn Training School Actual controller
Chengdu Wuhou Offcn Training School Actual controller
Cifeng Hongshan Offcn Training Centre Actual controller
Dezhou Offcn Training School Actual controller
Haikou Meilan Offcn Training School Actual controller
Handan Congtai Offcn Training School Actual controller
Hegang Offcn Training School Actual controller
Heihe Aihui Offcn Training School Actual controller
Kiamusze Offcn Training School Actual controller
Leshan Shizhong Offcn Training School Actual controller
Mudanjiang Offcn Training School Actual controller
Qiqihar Tiefeng Offcn Training School Actual controller
Shaoyang Shuangqing Offcn Training School Actual controller
Tangshan Lunan Offcn Training School Actual controller
Weifang Offcn Training School Actual controller
Urumqi Shayibake Offcn Training School Actual controller
Yiyang Heshan Offcn Training School Actual controller
Shenyang Lijing Pearl Hotel Management Co.,
Enterprises controlled by the directors of the company
Ltd.
Beijing Taifu Hotel Management Co., Ltd. Enterprises controlled by the directors of the company
The company controlled by the company's controlling shareholder
Beijing Xingshou Fuyuan Plantation
and actual controller Li Yongxin's spouse Xu Hua
Beijing Chuangsheng Construction
Enterprises controlled by the directors of the company
Decoration Engineering Co., Ltd.
Shanghai Beiding Network Technology Co.,
Enterprises controlled by the directors of the company
Ltd.
Ji'an Jingkai Lixiangxue Financial
Enterprises controlled by the directors of the company
Information Service Co., Ltd.
Shaanxi Guancheng Industrial Co., Ltd. Enterprises controlled by the directors of the company
Liaoning Hanhui Industrial Co., Ltd. Enterprises controlled by the directors of the company
The company's directors / senior managers / shareholders who
Wang Zhendong
directly hold more than 5% (including 5%) of the company's shares
Shi Lei Director of the company
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Name Relationship
Yi Ziting Director of the company
Chen Yuqin Independent director of the company
Jiang Tao Independent director of the company
Zhang Xuanming Independent director of the company
Independent director of the company,Term from February 1,2019
Wang Qiang
to January 28,2022
Independent director of the company,Term from February 1,2019
Tong Yan
to January 28,2022
Yu Hongwei Supervisor of the company
Li Wen Supervisor of the company
He Di Supervisor of the company
He Youli Senior management of the company
Gui Hongzhi Senior management of the company
Luo Xue Senior management of the company
Senior management of the company,Term from February 1,2019 to
Wang Xuejun
January 28,2022
Note: This report only lists related parties that have business dealings with the company during the reporting period.
6. Related-party transaction
6.1 Related transactions for the purchase and sale of goods, provision and receipt of services
6.1.1 the table of procurement of goods/acceptance of labor services
Content of related party Amount for the Amount for the
Related parties
transaction current period previous period
Beijing Taifu Hotel Management Co., Accommodation and catering
11,802,340.00 20,569,200.00
Ltd. services
Beijing Haidian Offcn Training School Joint school running 450,000.00 1,032,000.00
Zhanjiang Xiashan Offcn Training
Joint school running 320,000.00
Center
Chengdu Wuhou Offcn Training School Joint school running 280,000.00 236,000.00
Urumqi Shayibake Offcn Training School Joint school running 208,600.00 504,000.00
Shaoyang Shuangqing Offcn Training
Joint school running 170,000.00 124,600.00
School
Leshan Shizhong Offcn Training School Joint school running 150,000.00 165,000.00
Tangshan Lunan Offcn Training School Joint school running 140,000.00 115,000.00
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Content of related party Amount for the Amount for the
Related parties
transaction current period previous period
Handan Congtai Offcn Training School Joint school running 140,000.00 100,000.00
Baoding Lianchi Offcn Training School Joint school running 130,000.00 90,000.00
Beijing Haidian Baoquan Financial
Joint school running 120,000.00 60,000.00
Training Centre
Cangzhou Yunhe Offcn Training School Joint school running 120,000.00 105,000.00
Yiyang Heshan Offcn Training School Joint school running 80,000.00 96,000.00
Heihe Aihui Offcn Training School Joint school running 66,500.00 84,998.00
Mudanjiang Offcn Training School Joint school running 60,500.00 62,800.00
Kiamusze Offcn Training School Joint school running 60,500.00 60,500.00
Cifeng Hongshan Offcn Training Centre Joint school running 50,000.00 47,000.00
Haikou Meilan Offcn Training School Joint school running 20,000.00
Qiqihar Tiefeng Offcn Training School Joint school running 121,800.00
Weifang Offcn Training School Joint school running 71,100.00
Dezhou Offcn Training School Joint school running 11,718.00
Ji'an Jingkai Lixiangxue Financial
Fee 181,824,220.00 141,735,023.00
Information Service Co., Ltd.
Shanghai Beiding Network
Fee 1,320,000.00 68,993,588.00
Technology Co., Ltd.
6.1.2The table of sale of goods/provision of labor services
Content of related Amount for the current Amount for the
Related parties
party transaction period previous period
Beijing Qianqiu Intelligence Book &
Exhibition Service 3,364,150.85 2,871,698.11
Media Co., Ltd.
6.2 Related fiduciary management / contracting and entrusted management / outsourcing
6.2.1 The company's entrusted management / contracting situation table:
Entrustment Annually
Trustee Trustee / Entrustment Custody income /
/ Contract recognized
/Outsourcer Contractor Type / contracting contracting income
Termination custody income /
Name Name start date pricing basis
Date contracting income
33 Civil 19 October All reasonable returns
Li Yongxin Offcn Ltd. Long term 226,415.10
non-schools 2018 on the entrusted assets
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Entrustment Annually
Trustee Trustee / Entrustment Custody income /
/ Contract recognized
/Outsourcer Contractor Type / contracting contracting income
Termination custody income /
Name Name start date pricing basis
Date contracting income
Total 226,415.10
6.2.2 The company's entrusted management / contracting situation table：
None.
6.3 Related lease
6.3.1 The company as the lessor：
None.
6.3.2 The company as the lessee：
Lease Lease Rental fee Rental fee Rental fee
Name of lessor Category start terminati pricing recognised in the recognized in the
date on date basis current period previous period
Shenyang Lijing Pearl
1 July 30 June Agreed
Hotel Management Operating lease 25,030,700.00 18,175,675.00
2016 2026 price
Co., Ltd.
Total 25,030,700.00 18,175,675.00
6.4 Related party guarantee
6.4.1 The company act as the guarantor
None.
6.4.2 The company is the guaranteed party
None.
6.5 Borrowing of funds from related parties
None.
6.6 Related party assets transfer and debt restructuring
Content of related Asset pricing Amount for the Amount for the
Related parties
party transaction basis current period previous period
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Content of related Asset pricing Amount for the Amount for the
Related parties
party transaction basis current period previous period
Shaanxi Guancheng Industrial
purchase assets Agreement price 383,060,000.00
Co., Ltd.
Beijing Chuangsheng
Construction Decoration purchase assets Agreement price 513,815.00
Engineering Co., Ltd.
Total 513,815.00 383,060,000.00
6.7 Key executive compensation
Item Amount for the current period Amount for the prior period
Key executive compensation 6,120,389.56 14,922,629.18
6.8 Other related transactions
6.8.1 Commissioned decoration/engineering
Amount for the current period Amount for the prior period
Pricing
Related parties Contract Contract
basis Amount Amount
amount amount
Beijing Chuangsheng
Agreement
Construction Decoration 35,458,590.00 242,000,000.00 369,467,820.00
price
Engineering Co., Ltd.
Total 35,458,590.00 242,000,000.00 369,467,820.00
6.8.2 Liquidated damages income
Amount for the current Amount for the prior
Related parties
period period
Liaoning Hanhui Industrial Co., Ltd. 18,141,095.89
Total 18,141,095.89
7. Related party accounts receivable and payable
7.1 Accounts receivables
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Offcn Education Technology Co., Ltd. 2021 Annual Report
Closing balance opening balance
Item Related party Carrying Bad debt Carrying Bad debt
amount provision amount provision
Shenyang Lijing Pearl Hotel
Other receivable 5,675,200.00 5,675,200.00
Management Co., Ltd.
Liaoning Hanhui
Other receivable 200,000,000.00
Industrial Co., Ltd.
Beijing Offcn Future
Other non-current
Education Technology 1,618,391,145.38
assets
Co., Ltd.
Total 1,624,066,345.38 205,675,200.00
7.2 Accounts payable
Item Related party Closing balance opening balance
Beijing Chuangsheng Construction
Account payable 59,506,981.00 48,358,391.00
Decoration Engineering Co., Ltd.
Account payable Shaanxi Guancheng Industrial Co., Ltd. 83,060,000.00 83,060,000.00
Ji'an Jingkai Lixiangxue Financial
Other account payable 57,000,000.00
Information Service Co., Ltd.
Total 199,566,981.00 131,418,391.00
8. Related party commitments
None.
9. Other
None.
Setion XIII. Share-based Payment
1. Overview of share-based payment
None.
2. Equity-settled share payments
None.
3. The Stock payment settled by cash
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Offcn Education Technology Co., Ltd. 2021 Annual Report
None.
4. Modification and termination of the stock payment
None.
5. Other
None.
Setion XIV. Commitment And Contingency
1. Important commitment
None.
2. Contingency
None.
3. Other
None.
Setion XV. Events After Balance Sheet Date
1. Significant unadjusted events
None.
2. Profit distribution
None.
3. Sales return
None.
4. Other adjustment events after balance sheet date
None.
Setion XVI. Other Significant Events
1. Debt Restructuring
None.
2. Assets exchange
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Offcn Education Technology Co., Ltd. 2021 Annual Report
None.
3. Annuity plan
None.
4. Discontinued operations;
None.
5.Segment information
5.1 Report segment determining 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 III to this report, "The Company’s Significant Accounting Policies And Accounting Estimates”.”.
5.2 Other information
5.2.1 Revenue from external transactions for each product and service or each similar product and service.
Item Amount for the current period Amount for the prior period
Main business 6,860,282,371.30 11,138,901,718.71
Including：Education and training 6,860,282,371.30 11,138,901,718.71
Other business 51,440,960.49 63,592,576.33
Total 6,911,723,331.79 11,202,494,295.04
5.2.2 The total amount of foreign transaction income obtained by the enterprise from its own country and from other
countries or regions.
Area name Amount for the current period Amount for the prior period
Domestic area 6,911,723,331.79 11,202,494,295.04
Total 6,911,723,331.79 11,202,494,295.04
5.2.3 The extent of dependent on its major customers.
The company's customers are relatively scattered, consisting of a large number of customers, and there is no
dependence on major customers.
6. Borrowing costs
The company has no capitalized borrowing costs during the reporting period.
7. Foreign currency translation
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None.
8. Lease
8.1 Lessor
8.1.1 Financial leasing.
None.
8.1.2 Operating lease
Assets leased out under operating leases:
Item Closing balance Opening balance
Buildings 310,663,290.95 319,663,553.88
Land use rights 334,273,250.51 348,350,961.94
Total 644,936,541.46 668,014,515.82
Item Amount
I.Income situation 19,285,714.29
Lease income 19,285,714.29
Income related to variable lease payments not included in lease income
II.Lease income not turned into cash for five consecutive fiscal years after the
40,125,000.00
balance sheet date
Year 1 40,125,000.00
Year 2
Year 3
Year 4
Year 5
III.Lease income received for remaining years that is not turned into cash 40,125,000.00
Within 1 year (inclusive) 40,125,000.00
1-2 years (inclusive)
2-3 years (inclusive)
Over 3 years
8.2 Lessee
8.2.1 The lessee shall disclose the following information related to the lease
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Item Amount
Interest expense on lease liability 81,571,707.31
Short-term lease expenses included in current profit and loss
Low-value asset leasing expense included in current profit and loss
Variable lease payments not included in the measurement of the lease liability
Income derived from sublease of right-of-use assets
Total cash outflow related to lease 606,571,985.34
Gains and losses arising from sale and leaseback transactions
8.2.2 Lessees should disclose other qualitative and quantitative information about leasing activities as required by
financial statements
None.
9. Other significant transactions and matters that may affect investors' decision making
None.
10. Other
None.
Setion XVII. Notes Of Main Items In the Financial Statements of the Company as
the Parent
1. Accounts receivable
1.1 Disclosure by aging
Item Closing balance Opening balance
Within 1 year (inclusive) 15,570,863.42 15,570,863.56
1-2 years (inclusive) 15,570,863.56
Less:Provision for bad debts 2,335,629.53 778,543.18
Total 28,806,097.45 14,792,320.38
1.2 Disclosure by bad debt accrual method
Closing balance
Item
Book balance Bad debt Book value
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Percentage Percentage of
Amount Amount
（%） provision (%)
Accounts receivable
with a collective bad 31,141,726.98 100.00 2,335,629.53 7.50 28,806,097.45
debt provision
Combination3 31,141,726.98 100.00 2,335,629.53 7.50 28,806,097.45
Total 31,141,726.98 100.00 2,335,629.53 -- 28,806,097.45
Continued：
Opening balance
Book balance Bad debt
Item
Percentage Percentage of Book value
Amount Amount
（%） provision (%)
Accounts receivable
with a collective bad 15,570,863.56 100.00 778,543.18 5.00 14,792,320.38
debt provision
Combination3 15,570,863.56 100.00 778,543.18 5.00 14,792,320.38
Total 15,570,863.56 100.00 778,543.18 -- 14,792,320.38
Collective bad debt provision:
Closing balance
Item Accounts Percentage of
Bad debt provision
receivables provision
Combination3 31,141,726.98 2,335,629.53 7.50
Total 31,141,726.98 2,335,629.53 --
1.3 Bad debt provision in the current period:
Amount of change in the current period
Opening Closing
Item Recovery
balance Provision Write-off Others balance
or reversal
Bad debt provision for
778,543.18 1,557,086.35 2,335,629.53
accounts receivable
Total 778,543.18 1,557,086.35 2,335,629.53
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1.4 Top five debtors with the biggest ending balances of accounts receivable
Percentage of
Closing
Name Nature Provision Age total accounts
balance
receivable (%)
Yaxia Industrial Lease 31,141,726.98 2,335,629.53 within 2 years 100.00
Total 31,141,726.98 2,335,629.53 100.00
2. Other receivables
2.1 Classified listing
Item Closing balance Opening balance
Other receivables 20,699,731.33 621,900,443.29
Total 20,699,731.33 621,900,443.29
2.2 Other receivables
2.2.1 Disclosure by aging
Aging Closing balance Opening balance
Within 1 year (inclusive) 1,758,288.04 603,950,922.30
1-2 years (inclusive) 991,922.30 17,949,520.99
2-3 years (inclusive) 17,949,520.99
Less: Provision for bad debts
Total 20,699,731.33 621,900,443.29
2.3.2 Other receivables by nature of the payment
Item Closing balance Opening balance
Current account 20,694,131.33 621,894,843.29
Deposits and guarantees 5,600.00 5,600.00
Total 20,699,731.33 621,900,443.29
2.3.3 Withdrawing process of bad debt provision
None.
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2.3.4 Top 5 other receivable at the end of the period
Nature Percentage of
Closing Bad debt
Creditor of Aging total other
balance provision
payment receivables (%)
Bozhou Yaxia Motor Vehicle
Current
Driver Training School Co., 10,413,457.84 within 3 years 50.31
account
Ltd
Wuhu Yawei Automobile Current
3,790,228.27 within 3 years 18.31
Sales and Service Co., Ltd account
Suzhou Bokai Automobile Current
3,772,453.42 within 3 years 18.22
Sales and Service Co., Ltd account
Huangshan Asia Xia Fudi
Current
Automobile Sales and 2,031,405.31 within 3 years 9.81
account
Service Co., Ltd
Chaohu Yazhou Kaixuan
Current
Automobile Sales and 459,974.46 within 3 years 2.22
account
Service Co., Ltd
Total 20,467,519.30 98.87
3. Long-term equity investments
Closing balance Opening balance
Item Impairment Impairment
Book balance Book value Book balance Book value
provision provision
Investment in subsidiaries 19,143,591,207.14 19,143,591,207.14 18,582,307,907.14 18,582,307,907.14
Investment for associates
46,824,788.00 46,824,788.00
and joint venture
Total 19,190,415,995.14 19,190,415,995.14 18,582,307,907.14 18,582,307,907.14
3.1 Investment in subsidiaries
Impairment
Provision
reserve
Investee Opening balance Increase Decrease Closing balance for
closing
impairment
balance
ZhongGong limited 18,500,000,000.00 18,500,000,000.00
Lu'an Zhongke Real Estate Information
489,131,700.00 489,131,700.00
Consulting Co., Ltd
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Impairment
Provision
reserve
Investee Opening balance Increase Decrease Closing balance for
closing
impairment
balance
Lu'an Yazhong Real Estate Information
72,151,600.00 72,151,600.00
Consulting Co., LTD
Wuhu Yawei Automobile Sales and
23,000,000.00 23,000,000.00
Service Co., Ltd
Ningguo City Yaxia Motor Vehicle Driver
17,474,782.14 17,474,782.14
Training School
Huangshan Asia Xia Fudi Automobile
5,000,000.00 5,000,000.00
Sales and Service Co., Ltd
Chaohu Yazhou Kaixuan Automobile
5,000,000.00 5,000,000.00
Sales and Service Co., Ltd
Bozhou Yaxia Motor Vehicle Driver
20,000,000.00 20,000,000.00
Training School Co., Ltd
Suzhou Bokai Automobile Sales and
11,833,125.00 11,833,125.00
Service Co., Ltd
Total 18,582,307,907.14 561,283,300.00 19,143,591,207.14
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3.2 Investment in associates and joint ventures
Changes for the year Closing
Other Cash dividends balance
The invested Opening Investment Other Provision Closing
comprehensive or profits of provision
balance Increase Decrease profit under equity for Others balance
entity for
income announced of
equity method change impairment
impairment
adjustment issuance
II.Associates
Beijing Zhongwang Future Education
100,000,000.00 51,000,000.00 -2,174,511.83 -700.17 46,824,788.00
Technology Co., Ltd
Total 100,000,000.00 51,000,000.00 -2,174,511.83 -700.17 46,824,788.00
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4. Share capital
Changes in the current period（+、-）
Provident
Opening Issue
Item Bonus fund transfer Closing balance
balance new other Total
share to share
shares
capital
1. Shares with limited
5,419,759,990.00 -854,983,969.00 -854,983,969.00 4,564,776,021.00
sale conditions
1.1. Other domestic
5,419,759,990.00 -854,983,969.00 -854,983,969.00 4,564,776,021.00
shares
Inc: Domestic legal
534,706,341.00 -534,706,341.00 -534,706,341.00
person shares
Domestic natural
4,885,053,649.00 -320,277,628.00 -320,277,628.00 4,564,776,021.00
person holdings
2. Shares in circulation
without restrictions on 747,639,399.00 854,983,969.00 854,983,969.00 1,602,623,368.00
sale
common stock 747,639,399.00 854,983,969.00 854,983,969.00 1,602,623,368.00
Total 6,167,399,389.00 6,167,399,389.00
5. Operating income and operating costs
Amount for the current period Amount for the prior period
Item
Operating income Operating costs Operating income Operating costs
Other businesses 14,831,488.06 11,230,514.83 14,829,393.86 11,336,628.27
Total 14,831,488.06 11,230,514.83 14,829,393.86 11,336,628.27
6. Investment income
Amount for Amount for
Item
the current period the prior period
Dividend income obtained during the holding period of
1,327,872.00 249,600.00
other equity instrument investments
Long-term equity investments income under equity method -2,174,511.83
Investment income from Financial product 10,466.92
Total -836,172.91 249,600.00
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Setion XVIII. Supplementary Information
1. Pursuant to the Explanatory Announcement for Information Discliosure of Companies Offering Securities to the
Public No.1-Non-recurring Profit and Loss issued by China Securities Regulatory Commision,non-recurring profit and loss
as follows.
Breakdown of non-recurring profit and loss during the reporting period
Breakdown of non-recurring profit and loss Amount Description
（1）Profit and loss on disposal of non current assets -136,455.49
（2）Tax refunds, reductions or exemptions without approval or without formal approval
documents
（3）Government subsidies included in the current profit and loss (closely related to the
business of the enterprise, except for government subsidies that are fixed or quantified 27,496,339.83
in accordance with national unified standards)
（4）Capital occupation fees charged to non-financial enterprises included in the current
profit and loss
（ 5 ） The company can obtain the differences when the investment cost of an
enterprise's acquisition of subsidiaries, associates and joint ventures is less than the
income derived from the fair value of the identifiable net assets of the investee.
（6）Non-monetary asset exchange gains and losses
（7）Profit or loss from entrusting others to invest or manage assets 56,955,660.58
（8）Impairments for assets due to force majeure factors, such as natural disasters
（9）Debt restructuring gains and losses
（ 10 ） Enterprise restructuring costs, such as expenses for relocating employees,
integration costs, etc.
（11）Gains and losses in excess of fair value resulting from transactions where the
transaction price was significantly unfair
（ 12 ） Net profit or loss for the period from the beginning of the subsidiary to the
business combination date resulting from a business combination under the same
control.
（13）Gains and losses from contingencies unrelated to the company's normal business
operations
（ 14 ） In addition to the effective hedging business related to the company's normal
business operations, the holding of financial assets held for trading, derivative financial
assets, financial liabilities held for trading, and changes in fair value arising from
-21,490,322.52
derivative financial liabilities, and disposal of financial assets held for trading, derivative
finance investment income from assets, financial liabilities held for trading, derivative
financial liabilities and other debt investments
（15）Receivables and contract asset impairment reserves that are individually tested
for impairment are reversed.
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Breakdown of non-recurring profit and loss Amount Description
（16）Gains and losses from external entrusted loans
（17）Gains and losses from changes in the fair value of investment real estate that are
subsequently measured at the fair value model
（18）The impact on the current profit and loss should be adjusted in one time in
accordance with the requirements of tax and accounting laws
（19）Custody fee income from entrusted operations 226,415.10 ,
（20）Non-operating income and expenses other than the above 16,837,313.42
（21）Other profit and loss items that meet the definition of non-recurring profit and loss 60,675,060.38
Total non-recurring profit and loss 140,564,011.30
Less：Amount of income tax impact 24,442,598.26
Non-recurring profit and loss after deducting income tax effects 116,121,413.04
Inc：Non-recurring profit and loss attributable to owners of the parent company 116,121,413.04
Non-recurring profit and loss attributable to minority shareholders
Note: Other profit and loss items that meet the definition of non-recurring gains and losses are mainly :
According to the "Announcement on Supporting Tax Policies for the Prevention and Control of the Pneumonia
Epidemic of Novel Coronavirus Infection" (Announcement No. 8, 2020 of the Ministry of Finance and Taxation
Administration), the value-added tax exempted from RMB 60,293,558.79, according to the "Announcement on Deepening
the Relevant Policies of Value-Added Tax Reform" "(Announcement No. 39, 2019) of the Ministry of Finance, the State
Administration of Taxation and the General Administration of Customs) The additional input tax deduction is RMB
355,925.19. After the loss of control, the remaining equity is re-measured at fair value with a gain of RMB 25,576.40.
2. Return on equity and earnings per share
Weighted Earnings per share
Profit for the reporting period average return Basic earnings Diluted earnings
on net assets (%) per share per share
Net profit attributable to ordinary shareholders
-76.88 -0.38 -0.38
of the company
Net profit attributable to ordinary shareholders
of the company after deducting non-recurring -80.65 -0.40 -0.40
gains and losses
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