OFFCN EDUCATION TECHNOLOGY CO., LTD. 2022 Semi-Annual Report Stock Code: 002607 Stock Abbr.: OFFCN EDU August, 2022 1 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 1 Important Notes, Contents and Definitions The Company’s Board of Directors, Supervisory Committee, directors, supervisors, and senior management hereby guarantee that the contents of the semi-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 semi-annual report. All directors attended the board meeting for reviewing this report. The forward-looking statements on future plans and development strategies involved in this report do not constitute a substantial commitment to investors. The possible risks and countermeasures have been detailed in Section X Possible risks and responses of Chapter 3 Management Discussion and Analysis of this report. Investors are advised to pay attention to the potential investment risks. 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 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 Company ’s 2022 Semi-Annual Report is prepared and published in Chinese version, and the English version is for reference only. Should there be any inconsistency between the Chinese version and English version, the Chinese version shall prevail. 1 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Contents Chapter 1 Important Notes, Contents and Definitions ..............................................................................................1 Chapter 2 Corporate Profile & Key Financial Indicators ......................................................................................... 5 Chapter 3 Management Discussion and Analysis ..................................................................................................... 9 Chapter 4 Corporate Governance ............................................................................................................................27 Chapter 5 Environmental and Social Responsibilities ............................................................................................29 Chapter 6 Significant Events ...................................................................................................................................30 Chapter 7 Share Changes and Shareholders ........................................................................................................... 56 Chapter 8 Preferred Shares ......................................................................................................................................62 Chapter 9 Corporate Bonds ..................................................................................................................................... 63 Chapter 10 Financial Statements .............................................................................................................................64 2 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Documents Available for Reference I. The full text of 2022 Semi-Annual Report signed by Wang Zhendong, the Company’s legal representative. II. The financial statement signed and sealed by the legal representative of the Company, the person in charge of accounting work and the person in charge of accounting department (accounting supervisor). III. The original copies of all the documents of the Company which have been disclosed in newspapers designated by the China Securities Regulatory Commission during the reporting period. IV. Other relevant documents. The place where the above-mentioned documents are maintained: the office of the Company’ s Secretary of the Board of Directors. 3 Offcn Education Technology Co., Ltd. 2022 Semi-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 RMB yuan, RMB 10 thousand yuan, RMB 100 million yuan million yuan Based 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 of Yaxia Auto shares according to the This major assets restructuring, proportion of shareholding. At the same time, Yaxia Industrial transfers 80,000,000 This transaction, and 72,696,561 Yaxia Auto shares to Offcn Partnership and Li Yongxin respectively. This restructuring 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 shareholders of Offcn Ltd. in accordance with the shareholdings Offcn Partnership 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. 4 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 2 Corporate Profile & Key Financial Indicators Section I. Corporate profile Stock Abbreviation OFFCN EDU Stock Code 002607 Stock Abbreviation before N/A change (if any) Listed Stock Exchange Shenzhen Stock Exchange Chinese Name of the 中公教育科技股份有限公司 Company Chinese Name Abbreviation 中公教育 of the Company (if any) English Name of the Offcn Education Technology Co., Ltd. Company (if any) English Name Abbreviation OFFCN EDU of the Company (if any) Legal Representative of the Wang Zhendong Company Section II. Contact information Board Secretary Securities Affairs Representative Name Gui Hongzhi Gu Pan Block B, Hanhua Century Mansion, No.23 Xueqing Block B, Hanhua Century Mansion, No.23 Address Road, Haidian District, Beijing, China Xueqing Road, Haidian District, Beijing, China Tel 010-83433677 010-83433677 Fax 010-83433666 010-83433666 E-mail ir@offcn.com ir@offcn.com Section III. Other information 1. Company contact information Whether the Company ’ s registered address, office address and its postal code, website and/or email address changed during the reporting period □ Applicable Not applicable The Company’s registered address, office address and its postal code, website and email address remain the same during this reporting period. Details can be found in 2021Annual Report. 2. Location of information disclosure and storage Whether the location of information disclosure and storage changed during the reporting period □ Applicable Not applicable The newspaper designated by the Company for information disclosure, website designated by CSRC for semi-annual report publishing, and storage location of this semi-annual report remain the same during the 5 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report reporting period. Details can be found in 2021 Annual Report. 3. Other relevant information Whether other relevant information changed during the reporting period □ Applicable Not applicable Section IV. 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 in current Same period of the previous Current reporting period reporting period over same year period of the previous year Revenue (RMB) 2,226,704,962.11 4,855,998,263.50 -54.15% Net profit attributable to shareholders of the listed -890,931,710.33 -97,162,509.03 -816.95% Company (RMB) Net profit attributable to shareholders of the listed Company after deducting -903,639,304.26 -169,905,023.78 -431.85% non-recurring gains or losses (RMB) Net cash flow from operating 1,032,982,411.32 -939,091,457.95 210.00% activities (RMB) Basic earnings per share -0.14 -0.02 -600.00% (RMB/share) Diluted earnings per share -0.14 -0.02 -600.00% (RMB/share) Weighted average return on -61.73% -2.30% -59.43% net assets Increase/decrease at the end of End of current reporting End of the previous year this reporting period over end period of the previous year Total assets (RMB) 8,961,896,986.90 10,305,183,525.70 -13.04% Total net assets attributable to shareholders of the listed 997,887,043.87 1,888,818,754.20 -47.17% Company (RMB) Section V. Differences of accounting data under domestic and overseas accounting standards 1. Differences between net profits and net assets disclosed in the financial reports under Chinese accounting standards and international accounting standards: □ Applicable Not applicable There is no difference between the net profits and net assets disclosed in the financial reports of the Company under Chinese accounting standards and international accounting standards during the reporting period. 6 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2. Differences between net profits and net assets disclosed in the financial reports under Chinese accounting standards and overseas accounting standards: □ Applicable Not applicable There is no difference between the net profits and net assets disclosed in the financial reports of the Company under Chinese accounting standards and overseas accounting standards during the reporting period. Section VI. Items with non-recurring gains or losses and the amounts Applicable □Not applicable Unit: RMB Items Amount Note Profits or losses on disposal of non-current assets (including offsetting 58,877.23 amount for the provision of 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 18,434,136.00 national policies and continuously enjoyed in accordance with certain standards or quotas) Profit or loss from entrusting others to 5,611,244.87 invest or manage 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 -3,435,742.21 transactional financial liabilities; and the investment income from the disposal of transactional financial assets, transactional financial liabilities and financial assets available for sale Other non-operating income and expenses -4,372,388.19 except for the items above Less: Impact on income tax 3,588,533.77 Total 12,707,593.93 Details of other profits or losses items that meet the definition of non-recurring profits or losses □ Applicable Not applicable The Company has no specific circumstances of other profits or losses items that meet the definition of 7 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report non-recurring profits or losses. Explanations for classifying items of non-recurring profits or losses defined or listed in the Explanatory Announcement No. 1 for Public Company Information Disclosures – Non-recurring Profits or Losses as items of recurring profits or losses. □ Applicable Not applicable The Company does not classify any non-recurring profits or losses items that are defined or listed in the Explanatory Announcement No. 1 for Public Company Information Disclosures – Non-recurring Profits or Losses as items of recurring profits or losses during the reporting period. 8 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 3 Management Discussion and Analysis Section I. The Company’s main business during the reporting period 1. The main business, products and business model of the Company during the reporting period Offcn Edu is a large-scale multi-category vocational education institution. The Company bravely undertakes the mission of the times, continues to create new markets, and serves the society with kindness and altruism. Facing knowledge-based people, Offcn Edu’s main business spans three major sectors including training for recruitment examinations, college and high institution enrollment exams and vocational ability enhancement, and mainly serves knowledge-based employment population including college students, university graduates, and various professionals, ranging from age 18 to 45. In 2022, the Company established the Vocational Education Department, coordinating with the government, enterprises, and universities to steadily explore talent training models in AI, digital economy, media convergence, digital culture and creativity, intelligent manufacturing, and intelligent aviation. Up to the end of the reporting period, with tens of thousands of staff, Offcn Edu possesses an industry-leading full-time teaching and research team, and its direct branches scatter all over the country. Relying on its outstanding team execution and nationwide vertical integrated fast response capability, the Company has developed into an innovation-driven enterprise platform for vocational education. 2. Overview of the industry and business environment 9 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2.1 The “14th Five-Year Plan” requires that the quality and capacity of education, medical care, elderly people care and other services be significantly improved. The “14th Five-Year Plan” requires education equality and quality to be greatly improved, higher education to be popularized, and more than 60 million new jobs to be created in cities and towns. In addition, 20,000 kindergartens will be built, renovated and expanded in order to increase enrollments by over 4 million for ordinary families. And more than 4,000 primary and secondary schools will be newly built, renovated and expanded. In terms of medical and health care, on the one hand, it is necessary to expand disease prevention and control bases and build national and regional medical centers. On the other hand, it is necessary to strive to upgrade 500 county-level hospitals to meet the facilities and service capabilities of top-tier hospitals. In terms of elderly people care services, 500 districts and counties will be supported in building model community-home elderly care service network, about 300 training and convalescent institutions will be supported in transformation into inclusive elderly care institutions, and more nursing beds will be provided for about 1,000 public elderly care institutions. In terms of childcare services, 150 cities will be supported to develop childcare services with social resource, and more than 500,000 exemplary inclusive childcare enrollments will be added. These investments will contribute to the continuous growth of the recruitment sector, especially in the teacher, medical and community staff recruitment. 2.2 Vocational skills improvement is "accelerated", and policy support is enhanced. Since the "14th Five-Year Plan", the new economic pattern of pursuing high-quality development has put forward higher requirements on the upgrading and adjustment of China's industrial structure. Industry boundaries are breaking down, and knowledge and skills in different fields are increasingly overlapping each other. The demand for comprehensive, innovative and highly skilled personnel in various enterprises continues to increase. In terms of industry policies, in May 2019, the General Office of the State Council issued the Action Plan for Vocational Skills Improvement (2019-2021), which clarified that vocational skills upgrading should be regarded as an important livelihood project. Since then, relevant policies have been introduced at an intensive pace: In March 2021, the "14th Five-Year Plan" Outline and 2035 Vision Outline issued by the Central Committee of the CPC and the State Council proposed to improve the lifelong skills training system and continue to carry out large-scale vocational skills training. 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 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 10 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. The year 2022 is a crucial year for vocational education to improve the quality and reform in the difficult areas. At the end of last year, the Ministry of Human Resources and Social Security, the Ministry of Education, the National Development and Reform Commission, and the Ministry of Finance jointly issued the "14th Five-Year Plan" for Vocational Skills Training, which proposed four main goals and five key tasks for vocational skills training, and encouraged and supported leading enterprises and social resources to participate in vocational skills training legally, jointly make contribution to vocational education and share the benefits together. In April 2022, the Ministry of Education revised the Vocational Education Law determining the legal status of vocational education and training, and providing a standard for the healthy development of vocational education and training. 2.3. 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 a 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 companies and has also provided large institutes with continuous motivation to constantly challenge the scale boundary. With the rapid increase in examination categories and business sectors, large enterprises will increasingly enjoy the results of scale effects and obtain a more sound resource allocation structure. In recent years, the momentum of recruitment examinations has switched to new areas such as public institutions, teachers and comprehensive recruitment, bringing the rapid concentration of market share into leading enterprises. 2.4 Trends of the industry’s future development 1) The status of vocational education in education system is enhancing. 11 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report For a long time, China’s education system has been dominated by curricula education and the foundation of vocational education is relatively weak. There is a serious shortage of high-end skilled talents supply and in the future, the need for more “skilled craftsmen” and “great builders” will remain urgent. In recent years, China’s industrial structure is undergoing transformation and upgrading. The government has clearly proposed that great efforts will be made to promote the development of emerging industries with strategic importance, and the proportion of modern service industry will be further increased. With rapid changes in the industrial structure, the requirements from enterprises for the professional competence and comprehensive quality of technical personnel have gradually increased. New requirements for their practical ability have also been put forward. Traditional academic education can’t fully meet the new requirements. Besides, the government continues to enhance the efforts to develop vocational education. In addition to the pertinent documents, such as Decision of the State Council on Making Great Efforts to Develop Vocational Education published in 2005, and National Plan for Vocational Education Reform and China ’ s Education Modernization Plan 2035 published in 2019, the "14th Five-Year Plan" for Vocational Skills Training, the first national five-year special plan for vocational skills training and the newly revised Vocational Education Law were released in 2022, confirming the social and legal status that vocational education should have. 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 has reached10.76 million in 2022, 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 inflection point. The labor shortage of farmer laborers coexists with the difficult employment of college graduates. The demand for training for public service recruitment examination continues to rise. In addition, aiming to maintain sustained economic growth, realize transformation and upgrading, and overcome the “ middle-income trap ” , it is urgently necessary to carry out industrial upgrading of middle and high-end vocational education in order to improve the vocational skills and professional literacy of knowledge-based employees. 3) The serious shortage of high-quality supply is the main contradiction that restricts the development of the vocational education industry. 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. In the future, with the improvement of industry concentration and the continuous development of leading vocational education enterprises, core business elements 12 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report such as R&D, management and marketing of vocational education will gradually break through the original boundaries of the industry, which will create high-quality and cost-effective supplies, drive demand-side volume with supply-side innovation and push the industry into a new track of rapid development. 4) The urbanization wave will promote the continuous improvement of public service and the number of employees of the public service sector will continue to expand. The process of urbanization is a key driver of the long-term impact on China’s employment market growth. At present, the urbanization rate has exceeded 60%. Urbanization will expand the public financial expenditure and the number of employees in the public service sector. China’s urbanization rate remains in a high-speed growth range of 30% to 70%. It is likely to continue to develop for nearly 20 years to achieve an urbanization rate of more than 80% in developed countries. Meanwhile, continuous urbanization may also lead to more seriously inadequate public service supply in cities, which will also impose higher requirements on the quality of public services. Compared with public products such as infrastructure, public services are labor-intensive inputs, especially the basic public services of local governments. It hires a huge number of employees while improving public service capabilities. China ’s long-term goal for 2035 and the main goal of economic and social development during the “14th Five-Year Plan” period require a significant increase in the level of equalization of basic 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 mainland China. With the deepening of urbanization, the proportion of employed population in China ’s public sector will gradually increase; and the market of training for public service recruitment examination will also maintain a long-term steady growth, which has been partially proved by the astonishing demands on the training for teacher recruitment examination and recruitment examination in medical treatment and public health. 3. Main performance driving factors Since the beginning of 2022, the Company is facing a harsher external environment with more tough challenges for its operation compared with the year of 2021. Since March, the traditional peak period for the Company ’ s marketing and trainees enrollment in previous years, Covid-19 has broken out and spread in many parts of the country, and the prevention and control situation gets tougher. Many cities have adopted stricter prevention and control measures. Hundreds of direct-operated branches of the Company in various areas suffered from periodic suspension of classes in turns. At the same time, the multi-provincial joint written exams for civil servants were postponed to early July. The exams were originally scheduled to start in late March. The interview for national civil servants and exams for teacher and public institution staff recruitment were also postponed. The Company's enrollment and teaching have been greatly disrupted. Uncertainty in operating environment has 13 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report objectively impacted the training business, and exerted great adverse influence on the Company's business receipts and revenue recognition. During the reporting period, the Company achieved a total operating income of RMB 2,226,705,000, dropping by 54.15% from the same period of the previous year. The net profit attributable to shareholders of the listed Company was RMB -890,931,700, dropping by 816.95% over the same period of the previous year. The net profit after deducting non-recurring profits and losses attributable to shareholders of the parent company was RMB-903,639,300, dropping by 431.85% from the same period of the previous year. At the same time, during the reporting period, facing the unfavorable business environment, the Company proactively rectified the situation, timely adjusted the product structure, and continued to reduce the high-refund products. The Company actively optimized and adjusted its organization setting, personnel allocation and internal assessment mechanism in order to reduce cost. Under the circumstance that the income side is affected by the external adverse environment, the control of the expenditure side has proved to be effective. During the reporting period, the Company's operating costs dropped by 40% year-on-year, and sales expenses decreased by 28% year-on-year. The loss in Quarter 2 has narrowed from Quarter 1, and operating cash flow continued to improve. During the reporting period, the net cash flow from operating activities of the Company increased by 210% year-on-year. In the second half of the year, the Company will continue to improve its efficiency in operation and management through cost reduction and efficiency increase, structural product adjustment and acceleration of new business development. The Company will accurately grasp and timely respond to market risks, and make timely adjustment to business strategies. The Company will further strengthen and refine the training business for various exams postponed to Quarter 3 and seize favorable opportunities to steadily improve business situation and endeavor to implement the 2022 annual business boost plan. The key operating resources and performance indicators during the reporting period are shown in the table below: Increase/decrease at the end of the At the end of the Item Indicators At the end of last year reporting period reporting period from the end of last year Directly-operated branches 1,440 1,508 -4.51% Employees 28,992 36,143 -19.79% Operating resources R&D personnel 2,015 2,452 -17.82% Teachers 12,097 14,590 -17.09% Increase/decrease in the reporting Current Item Indicators Same period of last year period from the reporting period same period of the last year 14 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Revenue of face-to-face training 1,368,356,235.83 3,120,444,415.18 -56.15% (RMB) Revenue of online training (RMB) 848,295,633.45 1,708,087,123.01 -50.34% Business and Number of training participants 1,841,785.00 2,792,112.00 -34.04% profits Operating income (RMB) 2,226,704,962.11 4,855,998,263.50 -54.15% Net profits attributable to shareholders of the listed -890,931,710.33 -97,162,509.03 -816.95% Company(RMB) Section II. Analysis of the Company’s core competitiveness The Company's core competitiveness is based on the formation of an enterprise platform driven by the capability of vertically integrated quick response. The key driving factors are as follows: 1. Clustered professional R&D output continuously increases the momentum for innovation. At the beginning of the career, the Company took the lead in carrying out full-time and professional R&D, based on which it created a brand-new market. Over the past decade, the Company has fostered an expert team with rich practical experience of R&D and R&D management through front-line teaching practice and adaption to market upgrading. Under the joint lead of the founding team and the expert team, a full-time R&D team of more than 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 continuously creates R&D cluster effect of continuous collaboration between categories, which greatly improves the efficiency of R&D, especially the graft efficiency of stock R&D resources for new categories and new businesses. 2. Vertical integrated fast response capability supports the Company ’s sustainable operation structurally 15 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report and efficiently. The high operation efficiency far beyond the general industries is a necessity to realize scale economy and establish competitive barrier in the decentralized market. Therefore, vertical integrated rapid response system and capability can best adapt to this kind of market environment. In each exam, ‘Business outlets — Headquarters command center — Teaching sites’ are giving responses and feedback with high frequency every day. Thus, the effect of management and learning far above average can be realized. Vertical integrated corporate structure can not only realize the high efficiency of operation, but also be effectively compatible with the management impact brought by rapid business category expansion. So investment in and innovation on this corporate structure has always been a central part of the management reform. At present, Offcn Edu has established more than 1,400 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 front 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. 16 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 & Do Right” and advocating altruism. Not only has it become a company system, but also the founding team has taken the lead to set an example, driven it step by step, and unswervingly implemented it in the operation, making the values of Offcn Edu ubiquitous and flourishing in the enterprise. This distinctive and tangible corporate culture allows the Company to maintain strong organizational cohesion. 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 establishment of the first Party school of non-public-owned enterprise in 2019, the Party committee of Offcn Edu fully utilizes 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 trainees. Meanwhile, Offcn Edu focuses on the integration of the Party building of non-public enterprises with corporate culture construction to promote the healthy and vigorous development of the enterprise. As of June 30, 2022, the Company has over 5,000 Party members, accounting for about one-fifth of the total number of employees. 17 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Section III. Core business analysis Overview Refer to “Section I. The Company’s main business during the reporting period”. Year-on-year changes of major financial data Unit: RMB Year-on-year Same period of last Current reporting period increase or Reasons for changes year decrease Mainly due to the reduction of the number of face-to-face classes in the first half of 2022 compared with the Operating 2,226,704,962.11 4,855,998,263.50 -54.15% same period of the last year and the income postponement of the provincial joint examination, under the circumstance of pandemic prevention and control. Mainly due to the decreased number of face-to-face classes influenced by the breakout of pandemic in many Operating provinces and cities in this period, the 1,609,828,642.68 2,684,951,238.24 -40.04% cost reduction of labor expenses with the decreased number of teachers and the decreased performance-based salary of employees impacted by operating loss. Mainly due to the reduction of marketing activities influenced by the breakout of pandemic in many provinces and cities in this period, the Sales 701,766,026.73 975,972,472.83 -28.10% reduction of labor expenses with the expenses decreased number of marketing personnel and the decreased performance-based salary of employees impacted by operating loss. Mainly due to the reduction of labor expenses with the decreased number of Management 472,072,638.67 607,894,812.80 -22.34% management personnel and the expenses decreased performance-based salary of employees impacted by operating loss. Mainly due to the decrease of bank loan Financial 142,651,288.82 257,804,336.41 -44.67% interest and financial institution expenses handling fee in this period. Mainly due to the recognition of Income tax -140,436,954.64 7,582.67 -1,852,177.89% deferred tax assets in this period. 18 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report expenses Mainly due to the reduction of labor expenditure on R&D personnel resulted R&D 327,590,103.90 542,875,812.43 -39.66% from its decreased number and the investment decreased performance-based salary of employees impacted by operating loss. Mainly due to the decreased number of face-to-face classes and marketing activities influenced by the breakout of Net cash pandemic in many provinces and cities flow from 1,032,982,411.32 -939,091,457.95 210.00% in this period, the reduction of labor operating expenses with the decreased number of activities staff and the decreased performance-based salary of employees impacted by operating loss. Net cash Mainly due to the purchase of land use flows from 310,394,650.18 -857,536,416.32 136.20% rights in the same period of the last investing year. activities Net cash flow from Mainly due to the absence of new -2,187,990,182.13 -593,198,529.67 -268.85% financing short-term borrowings in this period. activities Net increase Mainly due to the comprehensive in cash and impact of the net cash flow from -844,613,120.63 -2,389,826,403.94 64.66% cash operating, investing and financing equivalents activities in this period. Significant changes of the components or origin of profits during the reporting period: The Company’s components or origin of profits did not change significantly during the reporting period. Composition of revenue Unit: RMB This reporting period Same period of last year Year-on-year Proportion of Proportion of increase or Amount Amount revenue revenue decrease Revenue 2,226,704,962.11 100% 4,855,998,263.50 100% -54.15% Sectors Educational 2,216,651,869.28 99.55% 4,828,531,538.19 99.43% -54.09% training Others 10,053,092.83 0.45% 27,466,725.31 0.57% -63.40% Categories of product Training for civil 717,894,206.69 32.24% 2,314,794,227.86 47.67% -68.99% 19 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report servant test Training for public 435,320,029.01 19.55% 618,725,582.65 12.74% -29.64% institution test Training for teachers’ 386,910,102.75 17.38% 534,948,828.84 11.02% -27.67% recruitment and qualification test Training for other public services test 676,527,530.83 30.38% 1,360,062,898.84 28.01% -50.26% and new businesses Others 10,053,092.83 0.45% 27,466,725.31 0.57% -63.40% Regions Northeast China 271,813,047.98 12.21% 733,517,217.12 15.10% -62.94% North China 373,570,051.82 16.78% 890,311,431.14 18.33% -58.04% East China 525,698,968.29 23.61% 1,172,672,546.07 24.15% -55.17% Middle China 308,986,718.36 13.88% 559,497,519.24 11.52% -44.77% South China 231,424,869.62 10.39% 379,585,003.57 7.82% -39.03% Southwest China 268,491,448.80 12.06% 547,267,354.92 11.27% -50.94% Northwest China 236,666,764.41 10.63% 545,680,466.13 11.24% -56.63% Others 10,053,092.83 0.45% 27,466,725.31 0.57% -63.40% Particulars of sectors, products or regions that account for more than 10% of the revenue or operating income □ Applicable Not applicable Section IV. Non-core business analysis Applicable □ Not applicable Unit: RMB Proportion of total Amount Reasons Sustainable or Not profits Mainly due to investment income of associate enterprises Investment income -2,230,731.92 0.22% under equity method, Uncertain income from financial products, and interest of fixed time deposit. Gains and losses from Changes in fair value -3,435,742.21 0.33% Uncertain changes in fair value of financial product Non-operating Formed during the 4,372,388.19 -0.42% Uncertain expenses operating process Section V. Analysis of assets and liabilities 1. Major changes in asset composition Unit: RMB 20 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report End of the reporting period End of last year Increase or Explanations Proportion of Proportion of decrease in on major Amount Amount proportion changes total assets total assets No major Monetary fund 1,125,206,088.93 12.56% 1,970,361,272.64 19.12% -6.56% changes in the current period No major Accounts 40,173,740.04 0.45% 40,374,842.27 0.39% 0.06% changes in the receivable current period No major Investment 634,777,014.96 7.08% 644,936,541.46 6.26% 0.82% changes in the properties current period Long-term No major equity 37,342,667.62 0.42% 46,850,364.40 0.45% -0.03% changes in the investment current period No major Fixed assets 1,719,895,941.92 19.19% 1,770,372,338.85 17.18% 2.01% changes in the current period No major Construction in 311,967,758.92 3.48% 294,785,678.31 2.86% 0.62% changes in the progress current period No major Right-of-use 1,213,157,017.24 13.54% 1,342,280,387.08 13.03% 0.51% changes in the asset current period Mainly due to the absence of Short-term new short-term 1,251,590,694.36 13.97% 3,152,945,812.59 30.60% -16.63% borrowings borrowings in the current period Mainly due to the delay in the recognition of income for the Contract reason of 4,783,136,184.36 53.37% 3,063,721,290.28 29.73% 23.64% liabilities postponement of the provincial joint exams in the current period No major Lease liabilities 524,208,664.69 5.85% 635,691,184.87 6.17% -0.32% changes in the current period 2. Key overseas assets □ Applicable Not applicable 3. Assets and liabilities measured at fair value Applicable □ Not applicable Unit: RMB Profits and Accumulated Provision Amount of Amount of sales Opening Other Items changes in for purchase in the in the current Closing Balance Balance losses from the Changes fair value impairment current period period 21 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report changes in fair attributed to in current equity period value in current period Financial assets Transactio nal financial assets 376,986,621. -3,435,742.2 108,700,000.0 449,816,629.8 32,434,249.66 (excluding 74 1 0 7 derivative financial assets) Investment in other 130,400,000. 130,400,000.0 equity 00 0 instrument s 507,386,621. -3,435,742.2 108,700,000.0 449,816,629.8 162,834,249.6 Total 74 1 0 7 6 Financial 0.00 0.00 liabilities Others changes Whether the Company’s major assets measurement attributes have significant changes during the reporting period □ Yes No 4. Assets with restricted rights as of the end of the reporting period Unit: RMB Items Book value at the end of the period Reasons for Restriction Monetary fund 13,200.00 Deposit Total 13,200.00 Section VI. Analysis of investments 1. Overview Applicable □ Not applicable Amount of investment during the Amount of investment in the same period Variation reporting period (RMB) of last year (RMB) 131,108,166.24 8,300,352,568.17 -98.42% 2. Major equity investment obtained during the reporting period □ Applicable Not applicable 3. Major non-equity investment ongoing during the reporting period 22 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report □ Applicable Not applicable 4. Financial assets investment (1) Securities investment □ Applicable Not applicable There is no securities investment during the reporting period. (2) Derivatives investment □ Applicable Not applicable There is no derivatives investment during the reporting period. 5. Use of raised fund □ Applicable Not applicable There is no use of raised fund during the reporting period. Section VII. Sale of major assets and equity 1. Sales of major assets □ Applicable Not applicable There is no sales of major assets during the reporting period. 2. Sales of major equity □ Applicable Not applicable Section VIII. Analysis of major 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 Company Beijing Offcn Education Technology Co., Ltd. name Company Subsidiary type 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, Major production, agency, release of advertisements; job intermediary activities; radio and television program production; business human resource services; engaging in Internet cultural activities; publication retails; operating telecommunication business; publication wholesale. (Market entities independently choose operating projects and carry out operating activities in accordance with the law; job intermediary activities, radio and television program production, human resource services, engaging in Internet cultural activities, publication retail, telecommunications business, publication 23 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report wholesale 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 7,728,923,391.10 Net assets 124,402,153.06 Revenue 2,226,277,077.92 Operating -971,302,315.70 income Net profit -831,256,054.08 Acquisition and disposal of subsidiaries during the reporting period. Applicable □ Not applicable Method of acquisition and disposal of Impact on the overall business operation Company name subsidiaries in the reporting period and performance Sichuan Offcn Luming Cultural Media New establishment No major impact Co. Ltd. Tianjin Jinnan Offcn LexueTraining New establishment No major impact School Co., Ltd. Major holding and participating companies The wholly-owned subsidiary of the Company, Beijing Offcn Education Technology Co., Ltd, earned revenue of RMB 2,226.2771 million in the first half of 2022 with a decrease of 37.99% over the first half of 2021; the net profits of Beijing Offcn Education Technology Co., Ltd in the the first half of 2022 is RMB -831.2561 million, with a decrease of 1237.02% over the same period of last year. The main reasons are as follows: the dual impact from the pandemic and economic situation, the postponement of provincial joint exams, the periodic fluctuation of exams in education and training industry, tightened demand for training, and the weaker willingness to attend training. At the same time, many provinces and cities took measures such as work from home, home quarantine, travel reduction and etc. to prevent and control the pandemic during different period in 2022. Thus, local directly-operated outlets and learning centers were closed temporarily, and offline training were suspended, which has affected business development and performance achievement to a certain extent, and further impacted operating income. Section IX. Structured entities controlled by the Company □ Applicable Not applicable Section X. Possible risks and responses 1. Industry policy risks 24 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report The prosperity of the vocational education industry has a high correlation with the policy environment, and is easily affected by the vocational education policies. In recent years, in order to support the development of the vocational education industry, the state has successively issued a number of industry support and encouragement policies. However, it will take time for the corresponding supporting laws and regulations to be fully implemented, and there will still be uncertainties in the future. If there are major changes or adjustments in relevant laws and regulations or industrial policies in the future, it may exert an impact on the development trend of vocational education industry, thus influencing the Company's future business and performance. In addition, the Company has a large number of branches and training venues are widely distributed. It cannot be ruled out that in the future, relevant regulatory departments of provinces, autonomous regions and municipalities may issue more stringent regulations for the local education and training industry, which may affect the Company's operations in the region. Responses: Each branch of the Company has established a tracking research policy team to conduct in-depth analysis of the policies. At the same time, the Company's profound accumulated strength in IT independent development and the effective digital transformation of operations simultaneously ensure the high efficiency of information feedback. Through the upgrading and rebuilding of basic systems such as ERP, CRM and teaching platform, it is possible to obtain, perceive and predict the direction and trend of relevant policy changes in various places in time, make layout and adjust in advance, avoid relevant policy risks, and take advantage of industry policies to promote the Company’s business development. 2. Market risk The vocational education industry is encouraged by national policies and is expected to continue to keep prosperous, which will definitely attract more and more capital being poured into education training industry and make the market competition even more fierce. At the same time, the recurrence of Covid-19 has put China ’s economy under triple pressure of shrinking demand, supply shock and weak expectations. Though the promotion of Covid-19 vaccine in various places has laid a foundation for economy recovery, consumers ’ confidence has significantly dropped. Consumption willingness is low and the demand for training has significantly shrunk. Therefore, from long term perspective, the market demand will still be growing but it cannot be ruled out that in the short term, the demand may decline due to various factors, such as students’ low enthusiasm to participate in tests. Responses: The Company will continue to maintain effective R&D investment. By investing in technology infrastructure and technical teams, the productivity of science and technology will be fully integrated into the operating system to boost business innovation and improve the quality of products and services. The Company will optimize product structure in a timely manner, and focus on the needs of the market and students. The Company will polish curriculum product quality and innovate service mode to improve operating efficiency; and at the same time, according to the Company's operating conditions, the Company will seek the balance in products, personnel, and channels, strengthen cost control, and consolidate the company's ability to resist market risks. 3. Operational management risk 25 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report With the continuous expansion of the Company’s business categories and branches, the Company must face the risk brought about by the mismatch between expansion and management capabilities. To facilitate the development, the cost of venue leasing and human resources increases continually, which results in the decline of the current profit level and profit rate, etc. At the same time, the pandemic is recurring in some parts of China resulting in the failure to carry out offline training in some regions. In addition, due to the impact of the pandemic, the recruitment tests for civil servant in some regions has been delayed or canceled, resulting in a decline in market demand. If the pandemic worsens or spreads further in the future, it may have a material adverse impact on the Company's operating results. Responses: 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 and upgrade human resources structure to match the business expansion strategy of the Company. The Company attaches importance to talent reserves, makes arrangements in advance, and promotes the realization of growth expectations for new categories. The Company will continue to invest in online and OMO aspects to improve the integration of offline and online businesses and alleviate the impact of the pandemic. 26 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 4 Corporate Governance Section I. Annual general meeting and extraordinary general meetings convened during the reporting period 1. Particulars about the shareholders’ general meeting during the reporting period Investor Disclosure Session Type Convening date Disclosure index Participation date For details, refer to the 2022 First Extraordinary Announcement on Resolutions of the January 29, Extraordinary General 75.06% January 28, 2022 First Extraordinary General 2022 General Meeting Meeting Meeting of 2022 (No. 2022-012) disclosed on www.cninfo.com.cn. For details, refer to the 2021 Annual Announcement on Resolutions of the Annual General June 28, General 78.27% June 27, 2022 Annual General Meeting of 2021 Meeting 2022 Meeting (No. 2022-052) disclosed on www.cninfo.com.cn. 2. Extraordinary general meetings requested by preferred shareholders with restored voting rights: □ Applicable Not applicable Section II. Changes of Directors, Supervisors, and Senior Executives Applicable □Not applicable Name Title Type Date Reasons Resignation Because of his expiration of appointment, Mr. Independent Wang Qiang after expiration January 28, 2022 Wang Qiang no longer serves as an director of appointment independent director of the Company. Resignation Because of her expiration of appointment, Ms. Independent Tong Yan after expiration January 28, 2022 Tong Yan no longer serves as an independent director of appointment director of the Company. Resignation Because of his expiration of appointment, Mr. Deputy general Wang Xuejun after expiration January 28, 2022 Wang Xuejun no longer serves as the deputy manager of appointment general manager of the Company. According to the election results of the Company’s 2022 First Extraordinary Independent General Meeting and the First Meeting of the Jiang Tao Elected January 28, 2022 director Sixth Board of Directors, Mr. Jiang Tao was elected as an independent director of the Company’s Sixth Board of Directors. According to the election results of the Company’s 2022 First Extraordinary Independent General Meeting and the First Meeting of the Chen Yuqin Elected January 28, 2022 director Sixth Board of Directors, Ms. Chen Yuqin was elected as an independent director of the Company’s Sixth Board of Directors. Section III. The Company ’ s common stock profit distribution and capitalization of capital 27 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report reserve during the reporting period □ Applicable Not applicable The Company plans not to distribute cash dividends, bonus shares, or to increase share capital by converting capital reserve in the first half of the year. Section IV. Implementation of the Company ’ s equity incentive plan, employee stock ownership plan or other employee incentive measures □Applicable Not applicable There is no such situation of the Company ’ s equity incentive plan, employee stock ownership plan or other employee incentive measures during the reporting period. 28 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 5 Environmental and Social Responsibilities Section I. Environmental protection Did the listed Company and its subsidiaries belong to the major pollutant discharge units announced by the Ministry of Ecology and Environment? □ Yes No Situations of receiving administrative punishment due to environmental issues during the reporting period N/A Measures taken to reduce carbon emissions during the reporting period and the effects □Applicable Not applicable Reasons of not disclosing other environmental information N/A Section II. Social Responsibilities The Company has not carried out targeted poverty alleviation and other work in the first half of the year. 29 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 6 Significant Events Section I. Commitments that the Company’s actual controllers, shareholders, related parties, acquirers, the Company and other relevant parties have fulfilled during the reporting period and have not fulfilled as of the end of the reporting period Applicable □Not applicable Important commitments made by the parties involved in the major assets restructuring are as follows: Commitment Commitment Commitment Commitment Contents of commitment Performance party type time period After the completion of the transaction (starting from the date of the listing of shares issued in this transaction), the Company/I/the plan shall not transfer the shares with rights and interests of Yaxia Auto within 36 months. After the completion of the transaction, the shares held by the Company/I/the plan, derived from Yaxia Auto shares due to the Yaxia distribution of stock dividends and the Industrial, conversion of capital reserve to share Zhou Xiayun, Letter of capital shall also comply with the Zhou Hui, commitment above-mentioned arrangement of restricted Zhou Li, on the share sale of shares. May 4, 2018 Jan. 31, 2022 Fulfilled Phase-I lock-up If the China Securities Regulatory employee period Commission and/or Shenzhen Stock stock Exchange have/has other provisions for the ownership above-mentioned lock-up period plan arrangement, the Company/I/the plan will adjust and implement the above-mentioned lock-up period arrangement according to the latest regulations of the China Securities Regulatory Commission and/or Shenzhen Stock Exchange. If violating the above commitments, the Company/I/the plan will bear all losses caused to Yaxia Auto. Letter of 1. The shares of the listed Company Commitment subscribed by myself in this transaction Under normal Li Yongxin on lock-up shall not be transferred or dealt with in any Apr. 27, 2018 Jan. 31, 2022 implementation period for other forms within 36 months from the date subscription of the listing of the shares. Within 6 months 30 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report of shares 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 on the basis of the original lock-up period.. (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 the China Securities Regulatory Commission on suspicion of misrepresentations, misleading statements, or material omissions in regard to the information provided or disclosed, the shares of the listed Company acquired in this transaction shall not be transferred until the conclusion of the investigation is clarified. 5. After the completion date of this transaction, my increased shares due to bonus shares distribution or conversion of 31 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report capital reserve of the listed Company shall also comply with the foregoing provisions. 6. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, I agree to implement the arrangement in accordance with the latest laws and regulations and the requirements of the regulatory agency. 7. After the lock-up period expires, it will be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. 1. The shares of the listed Company subscribed by myself in this transaction shall not be transferred or dealt with in any other forms within 36 months from the date of the 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 Letter of shares acquired by myself shall be commitment automatically extended for 6 months on the Lu on lock-up Under normal basis of the original lock-up period.. (If Apr. 27, 2018 Jan. 31, 2022 Zhongfang period for implementation dividend or bonus shares distribution, subscription conversion of capital reserve or allotment of shares by the listed Company occurred during the above-mentioned period, the aforementioned issue price shall be calculated based on the price adjusted by factors as ex-dividend and ex-rights, etc.) 2. The aforesaid arrangement of share lock-up does not affect the implementation of profit compensation for this transaction, that is, when I need to make profit compensation, the listed Company has the right to relieve the lock-up of shares in corresponding amount in advance for profit 32 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report compensation. 3. I promise to abide by the following provision: if the transaction is investigated by judiciary authorities or the China Securities Regulatory Commission on suspicion of misrepresentations, misleading statements, or material omissions in regard to the information provided or disclosed, the shares of the listed Company acquired in this transaction shall not be transferred until the conclusion of the investigation is clarified. 4. After the completion date of this transaction, my increased shares due to bonus shares distribution or conversion of capital reserve of the listed Company shall also comply with the foregoing provisions. 5. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, I agree to implement the arrangement in accordance with the latest laws and regulations and the requirements of the regulatory agency. 6. After the lock-up period expires, it will be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. 1. The shares of the listed Company The Company’s subscribed by Kerui Technology Innovation shares held by in this transaction shall not be transferred Kerui or dealt with in any other forms within 36 Technology Letter of months from the date of the listing of the Innovation were commitment shares. Within 6 months after the listing of listed for Kerui on lock-up the shares, if the closing price of the listed circulation on Technology Jul. 27, 2018 Jan. 31, 2022 period for Company stock is lower than the issue February 11, Innovation subscription price for consecutive 20 trading days, or 2022, the of shares the closing price of the stock at the end of shareholders’ the 6 months after the listing of the shares share lock-up is lower than the issue price, the lock-up commitments period of consideration shares acquired by had been Kerui Technology Innovation shall be fulfilled. 33 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report automatically extended for 6 months on the basis of the original lock-up period. (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 enterprise promises to abide by the following provision: if the transaction is investigated by judiciary authorities or the China Securities Regulatory Commission on suspicion of misrepresentations, misleading statements, or material omissions in regard to the information provided or disclosed, the shares of the listed Company acquired in this transaction shall not be transferred until the conclusion of the investigation is clarified. 3. After the completion date of this transaction, the increased shares acquired by the enterprise due to bonus shares distribution or conversion of capital reserve of the listed Company shall also comply with the foregoing provisions. 4. If the aforementioned lock-up period arrangement does not comply with the latest laws and regulations and the latest regulatory requirements of the securities regulatory institution, the enterprise agrees to implement the arrangement in accordance with the latest laws and regulations and the requirements of the regulatory agency. 5. After the lock-up period expires, it will be implemented in accordance with the relevant regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange. Letter of Within 36 months from the date of the Offcn commitment transfer of 80,000,000 shares of Yaxia Auto Under normal Apr. 27, 2018 Jan. 31, 2022 Partnership on the held by Anhui Yaxia Industrial Co., Ltd. to implementation lock-up of the enterprise, the shares shall not be 34 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report shares transferred. The lock-up period of the shares increased during the above period due to bonus shares distribution, conversion of capital reserve or allotment of shares by Yaxia Auto, shall be the same as the underlying shares. 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 Partnership), I Letter of or the enterprise shall not in any way commitment transfer the shares of Beijing Offcn Future on the Information Consulting Center (Limited Li Yongxin lock-up of Partnership) or withdraw from the and other 10 Jul. 27, 2018 Jan. 31, 2022 Fulfilled Offcn partnership with Beijing Offcn Future counterparties Partnership’s Information Consulting Center (Limited contribution Partnership), nor do we transfer, assign or shares authorize other entities in any way to fully or partially have the rights and interests indirectly related to the shares of Yaxia Industrial Co., Ltd. held by Beijing Offcn Future Information Consulting Center (Limited Partnership). I. Guarantee the independence of the listed Company’s personnel. (1) It is guaranteed that after the completion of this transaction, the labor, the personnel, and remuneration Li Yongxin Letter of management of the listed Company shall be Lu commitment completely independent from myself/Offcn Zhongfang on Partnership, and from other related parties, Under normal Wang maintaining such as companies, enterprises or economic Apr. 27, 2018 Long-term implementation Zhendong independence organizations, controlled by myself/Offcn Offcn of the listed Partnership. Partnership Company (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 35 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 in the listed Company shall not be interfered. II. Guarantee the independence of institutes of the listed Company. (1) It is guaranteed that after the completion of this transaction, the listed Company shall build a sound structure of corporate governance and develop an independent and complete organizational structure. (2) It is guaranteed that after the completion of this transaction, the general meeting of shareholders, the board of directors, and the board of supervisors shall independently exercise their powers in accordance with laws, regulations and the Company’s Articles of Corporation. III. Guarantee the independence and completeness of the assets of the listed Company. (1) It is guaranteed that after the completion of this transaction, the listed Company shall have independent and complete assets related to production and operation. (2) It is guaranteed that after the completion of this transaction, the business premises of the listed Company shall be independent from myself/Offcn Partnership, and other related parties, such as companies, enterprises, or other economic organizations controlled by myself/Offcn Partnership. (3) It is guaranteed that after the completion of this transaction, except for normal business dealings, there shall be no capital and assets of the listed Company 36 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report occupied by myself/Offcn Partnership, and other related parties, such as companies, enterprises or economic organizations, controlled by myself/Offcn Partnership. IV. Guarantee the independence of the listed Company’s business. (1) It is guaranteed that after the completion of this transaction, the listed Company shall have the qualifications of independently conducting business activities and the capabilities of running market-oriented, independent, autonomous and sustainable business. (2) It is guaranteed that after the completion of this transaction, I/Offcn Partnership, and other related parties, such as companies, enterprises, or other economic organizations controlled by myself/Offcn Partnership shall avoid engaging in the 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, and related parties, such as companies, enterprises, or other economic organizations controlled by myself/Offcn Partnership shall reduce related-party transactions with the listed Company and its subsidiaries. Related-party transactions that are really necessary and unavoidable shall be conducted in a market-oriented and fairly way and perform relevant approval processes and information disclosure obligations in accordance with relevant laws, regulations and regulatory documents. V. Guarantee the financial independence of the listed Company. (1) It is guaranteed that after the completion of this transaction, the listed Company shall establish an independent financial department with independent financial accounting systems and 37 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report standardized and independent financial accounting rules. (2) It is guaranteed that after the completion of this transaction, the listed Company shall open bank accounts independently and shall not share bank accounts with myself/Offcn Partnership/other related parties, such as companies, enterprises or other economic organizations controlled by myself/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/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. I. As of the date of signing this letter of 1. The transfer As of the end of commitment, myself, my close relatives of Kairuier the reporting and other companies, enterprises or Training period, Kairuier economic organizations controlled by School in Training School Letter of myself and my close relatives, except for Haidian in Haidian Li Yongxin, Commitment Beijing Offcn Online Education Sept. 20, District of District of Lu on avoiding Technology Co., Ltd. (hereinafter referred 2018 Beijing: within Beijing had Zhongfang horizontal to as Offcn Online), controlled by my 24 months been transferred competition relatives Xuhua and Lu Yan, and its from the date to an unrelated affiliated schools which are involved in the of signing this third party. same or similar businesses conducted by letter of Other Offcn Ltd., other related parties are not commitment commitments 38 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report involved in any same, similar or related 2. The transfer are under businesses conducted by the listed of Kunming normal Company, Offcn Ltd. and its affiliated Wuhua Offcn implementation. companies and schools. Except for serving Training as a director in Kunming Wuhua Offcn School training school, which is affiliated to Offcn subordinate to Online, Li Yongxin neither holds any Offcn Online: full-time or part-time positions nor within 12 provides consultancy at any companies or months after enterprises, which conduct competitive the revised businesses with the listed Company, Offcn Regulations of Ltd. and their affiliates. I also do not Implementation directly or indirectly hold any equity or is officially shares of companies or enterprises promulgated conducting the same, similar or related and businesses engaged by the listed Company, implemented Offcn Ltd. and its affiliates. and supporting II. As of the date of signing this letter of regulations commitment, Offcn Online and its two formulated by subordinate training schools’ disposals are relevant local as follow: Offcn Online conducts no education education businesses (to be deregistered authorities in after subordinate schools being accordance transferred). Kairuier Training School with the subordinate to Offcn Online in Haidian revised District of Beijing is to be transferred to an Regulations of unrelated third party and the organizer ’ s Implementation equity transfer agreement has been signed. comes into If the transfer is not completed within 24 effect. months since the date of signing this letter of commitment, I will urge Offcn Online to deregister the Kairuier Training School in Haidian District of Beijing. Kunming Wuhua Offcn Training School, subordinate to Offcn Online, has been closed and it will be transferred to an unrelated third party or will be deregistered within 12 months after the revised Regulations for the Implementation of the Law on the Promotion of Private Education of the People ’ s Republic of China (hereinafter referred to as Regulations of Implementation) is officially promulgated and implemented and supporting 39 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report regulations formulated by relevant local education authorities in accordance with the revised Regulations of Implementation comes into effect. III. As of the date of signing this letter of commitment, Offcn Ltd. as the organizer, intends to transfer its 100% of the organizer ’ s rights and interests of 33 private schools for non-academic qualifications to Li Yongxin and singed the Agreement on Transfer of Organizer ’ s Rights of Private Non-enterprise Schools Affiliated to Beijing Offcn Education Technology Co., Ltd.. Li Yongxin is willing to entrust the transferred 33 private schools for non-academic qualifications to Offcn Ltd. and signed the Trusteeship Agreement of Private Non-enterprise Schools. IV. After the completion of this transaction, except for the above-mentioned cases, I promise that during the time of being the actual controller of the listed Company, I, my close relatives and other related parties, such as companies, enterprises or other economic organizations, controlled by myself and my close relatives shall not in any way (including but not limited to self operated or with other parties to operate joint venture, cooperation, joint operation, investment, mergence, and trustee operation home and aboard) engage in the same, similar, related and competitive businesses with the listed Company, which includes the follows: (1) I will not directly or indirectly engage in, participate in or assist others to conduct same, similar businesses or other economic activities which directly or indirectly constitute a competitive relationship with businesses currently operated by the listed Company and its affiliated companies. (2) I will not directly or indirectly invest in any economic entities whose businesses constitute a direct or indirect competitive 40 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. V. I promise that if I, my close relatives and other related parties, such as companies, enterprises or other economic organizations controlled by myself and my close relatives obtain any business opportunities from any third party, which can or may compete with the listed Company and its affiliates in the future, I will notify the listed Company and its affiliates in writing within 5 working days. After obtaining the third party ’ s permission, I will attempt to transfer these business opportunities to the listed Company and its affiliates. VI. I guarantee that I will never use my knowledge and the information about the listed Company and its affiliates to assist third parties to engage in, participate in, or invest in businesses or projects that compete with the listed companies and its affiliates. VII. 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 41 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report receiving the written notice from the listed Company, compensation will be made in cash. VIII. I will disclose relevant information in a timely manner if commitments fail to be fulfilled or fail to be fulfilled on schedule because of objective reasons, such as changes in relevant laws, regulations and policies, or natural disasters. Except for the above-mentioned objective reasons, if the commitments are anyhow unable to be fulfilled or fulfilling the commitments is not conducive to safeguarding the rights and interests of the listed Company, I should fully disclose the reasons and either provide new commitments to the listed Company and related investors to replace the original ones, or propose an exemption from fulfilling the commitments. IX. The commitment is valid from the date when the letter of commitment is signed to the time when I cease to be the actual controller of the listed Company. I. As of the date of signing this letter of commitment, I, my close relatives, related parties, such as companies, enterprises or other economic organizations controlled by myself and my close relatives, Offcn Partnership and related parties, such as other enterprises or economic organizations controlled by Offcn Partnership, participate Letter of in no businesses which are same, similar to Wang Commitment or related to businesses competing with the Zhendong, Under normal on avoiding listed Company, Offcn Ltd. and their Apr. 27, 2018 Long-term Offcn implementation horizontal affiliated companies and schools. Except Partnership competition for serving as a director at Kairuier Training School in Haidian District of Beijing, affiliated to Offcn Online (Offcn Online tends to transfer the rights and interests of Kairuier Training School in Haidian District of Beijing to an unrelated third party and after this transfer, Wang Zhendong will not hold the post as a director), I neither hold any full-time or 42 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report part-time positions nor provide consultancy at any companies or enterprises which conduct competitive businesses with the listed Company, Offcn Ltd. and their affiliates. I/Offcn Partnership do not directly or indirectly hold any equity or shares of companies or enterprises conducting the same, similar or related businesses engaged by the listed Company, Offcn Ltd. and its affiliates. II. After the completion of this transaction, I/Offcn Partnership promise that during the time of being shareholders of the listed Company, I, my close relatives and other related parties, such as companies, enterprises or other economic organizations, controlled by myself and my close relatives, Offcn Partnership and related parties, such as other enterprises or economic organizations controlled by Offcn Partnership, shall not in any way (including but not limited to self operated or with other parties to operate joint venture, cooperation, joint operation, investment, mergence, and trustee operation home and aboard) engage in the same, similar, related and competitive businesses with the listed Company, which includes the follows: (1) I/Offcn Partnership will not directly or indirectly engage in, participate in or assist others to conduct same, similar businesses or other economic activities which directly or indirectly constitute a competitive relationship with businesses currently operated by the listed Company and its affiliated companies. (2) I/Offcn Partnership will not directly or indirectly invest in any economic entities whose businesses constitute a direct or indirect competitive relationship with the listed Company and its affiliates. (3) I/Offcn Partnership will not be hired by any competitors that directly or indirectly 43 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. III. I/Offcn Partnership promise that if I, my close relatives and other related parties, such as companies, enterprises or other economic organizations controlled by myself and my close relatives, Offcn Partnership and related parties, such as other enterprises or economic organizations controlled by Offcn Partnership, obtain any business opportunities from any third party, which can or may compete with the listed Company and its affiliates in the future, I/Offcn Partnership will immediately notify the listed Company. After obtaining the third party ’ s permission, I/Offcn Partnership will attempt to transfer these business opportunities to the listed Company and its affiliates. IV. I/Offcn Partnership guarantee that I/Offcn Partnership will never use my knowledge and the information about the listed Company and its affiliates to assist third parties to engage in, participate in, 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 commitments. 44 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 1. After the transaction is completed, during the period of being the actual controller of the listed Company, I, my close relatives and other companies, enterprises or other economic organizations controlled by myself and my close relatives, shall 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 related-party transactions with the listed Company and its affiliates will not be conducted. 2. After the transaction is completed, for the related-party transactions which are unavoidable or reasonable to conduct with the listed Company and its affiliates, I, my close relatives and other companies, enterprises or economic organizations Letter of controlled by myself and my close Commitment relatives, will sign related-party transaction Li Yongxin, on reducing agreements with the listed Company and its Under normal Lu and Jul. 27, 2018 Long-term affiliates in accordance with the relevant implementation Zhongfang regulating laws, regulations and regulatory documents related-party and follow the general business principles transactions of equality, willingness, equivalence and paid-use. The prices of related-party transactions shall be fair. Decision-making procedures, lawful information disclosure obligations and relevant reporting and approval procedures regarding the related-party transactions, shall be followed. The status of shareholders shall not be used to damage the legitimate rights and interests of the listed Company and other shareholders. 3. After the completion of 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 unequal conditions or engage in any 45 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 and my close relatives to abide by the aforementioned commitments. 5. If I, my close relatives and other companies, enterprises and other economic organizations controlled by myself and my close relatives violate the above commitments, the profits obtained by the violation of commitments belong to the listed Company, and I shall be liable for all losses caused to the listed Company and its affiliates. Within 30 working days since receiving the written notice from the listed Company, compensation will be made in cash. 6. The commitment is valid from the date when it is signed to the time when I cease to be the actual controller of Yaxia Auto and there is no other related relationship with Yaxia Auto. 1. After the completion of this transaction, during the period of being the actual controller/shareholder of the listed Company, I, my close relatives and other companies, enterprises or other economic organizations controlled by myself, my close relatives, Aerospace Industry, Offcn Letter of Wang Partnership and other companies, Commitment Zhendong, enterprises or other economic organizations on reducing Aerospace controlled by Aerospace Industry and Offcn Under normal and Apr. 27, 2018 Long-term Industry, Partnership, shall try to reduce and regulate implementation regulating Offcn the related-party transactions with the listed related-party Partnership Company and its affiliates. transactions 2. After the transaction is completed, for the related-party transactions which are unavoidable or reasonable to conduct with the listed Company and its affiliates, I, my close relatives and other companies, enterprises or economic organizations controlled by myself and my close 46 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report relatives, Aerospace Industry, Offcn Partnership, and other companies, enterprises or economic organizations controlled by Aerospace Industry and Offcn Partnership will conduct the transactions with fair and reasonable prices under the general market principles. Decision-making procedures, lawful information disclosure obligations and relevant reporting and approval procedures regarding the related-party transactions in accordance with the relevant laws, regulations and regulatory documents, 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/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 unequal 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 the above commitments. Whether the commitments are Yes fulfilled on time Section II. The non-operating capital occupation of the listed Company by the controlling shareholder and its related parties □Applicable Not applicable During the reporting period, there was no non-operating capital occupation of the listed Company by the controlling shareholder and its related parties. 47 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Section III. Illegal provision of guarantees for external parties □Applicable Not applicable During the reporting period, there was no illegal provision of guarantees for external parties. Section IV. Appointment and dismissal of the CPA firm Has the semi-annual financial report been audited? □Yes No The semi-annual financial report has not been audited yet. Section V. Explanations provided by the Board of Directors and the Supervisory Committee regarding the “non-standard audit report” issued by the auditor for the reporting period □Applicable Not applicable Section VI. Explanations provided by the Board of Directors regarding the “ non-standard audit report” issued by the auditor for the last year □Applicable Not applicable Section VII. Bankruptcy and Reorganization □Applicable Not applicable There was no such situation of bankruptcy and reorganization of the Company during the reporting period. Section VIII. Litigation and arbitration matters Major litigation and arbitration matters □Applicable Not applicable There is no such situation of major litigation and arbitration of the Company 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 13.0771 million, and the actual amount of judgments in effective legal documents was RMB 0.3981 million. The results of the litigation had no significant impact on the Company’s operations. 2. At the end of the reporting period, the amount of litigation involved in unsettled cases was RMB 47.5162 million and the amount of litigation involved in pending cases accounted for 2.52% of the audited net assets attributable to shareholders of the listed Company in 2021, which had no significant impact on the Company’s operations. Section IX. Punishment and rectification Applicable □Not applicable Name Type Reason Type of investigation Conclusion (if Date of Index of disclosure 48 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report and punishment any) disclosure Failing to The Announcement on disclose Offcn Education related-party Filed and Ordered to make Technology Co., Ltd. Offcn transaction investigated by China corrections, and the Relevant Education information Securities Regulatory given a warning, Parties’ Reception of Other Apr. 28, 2022 Technology and violating Commission (CSRC) and imposed a Decision of Co., Ltd. the laws and or punished fine of RMB 4 Administrative Penalty regulations of administratively million (No. 2022-032) information disclosed on disclosure www.cninfo.com.cn. Failing to The Announcement on disclose Offcn Education related-party Filed and Technology Co., Ltd. transaction investigated by China Given a warning, and the Relevant Actual information Securities Regulatory and imposed a Parties’ Reception of Li Yongxin Apr. 28, 2022 controller and violating Commission (CSRC) fine of RMB 2 Decision of the laws and or punished million Administrative Penalty regulations of administratively (No. 2022-032) information disclosed on disclosure www.cninfo.com.cn. Failing to The Announcement on disclose Offcn Education related-party Filed and Technology Co., Ltd. transaction investigated by China Given a warning, and the Relevant information Securities Regulatory and imposed a Parties’ Reception of Shi Lei Director Apr. 28, 2022 and violating Commission (CSRC) fine of RMB 2 Decision of the laws and or punished million Administrative Penalty regulations of administratively (No. 2022-032) information disclosed on disclosure www.cninfo.com.cn. Failing to The Announcement on disclose Offcn Education related-party Filed and Technology Co., Ltd. transaction investigated by China Given a warning, and the Relevant Wang Senior information Securities Regulatory and imposed a Parties’ Reception of Apr. 28, 2022 Zhendong executive and violating Commission (CSRC) fine of RMB 1 Decision of the laws and or punished million Administrative Penalty regulations of administratively (No. 2022-032) information disclosed on disclosure www.cninfo.com.cn. Failing to The Announcement on disclose Offcn Education related-party Filed and Technology Co., Ltd. transaction investigated by China Given a warning, and the Relevant Senior information Securities Regulatory and imposed a Parties’ Reception of Gui Hongzhi Apr. 28, 2022 executive and violating Commission (CSRC) fine of RMB 0.5 Decision of the laws and or punished million Administrative Penalty regulations of administratively (No. 2022-032) information disclosed on disclosure www.cninfo.com.cn. Failing to Filed and The Announcement on disclose investigated by China Given a warning, Offcn Education Senior related-party Securities Regulatory and imposed a Technology Co., Ltd. Luo Xue Apr. 28, 2022 executive transaction Commission (CSRC) fine of RMB 0.5 and the Relevant information or punished million Parties’ Reception of and violating administratively Decision of 49 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report the laws and Administrative Penalty regulations of (No. 2022-032) information disclosed on disclosure www.cninfo.com.cn. Particulars on rectification Applicable □Not applicable On April 27, 2022, the Company and the relevant parties received the official Decision of Administrative Penalty from the Anhui Securities Regulatory Bureau of CSRC. In response to this administrative penalty, the Company has completed the rectification in strict accordance with the requirements. The Company will learn lessons, strengthen the standardization of internal governance, strictly abide by relevant laws and regulations, and comprehensively improve the level of compliance management and internal control to avoid the recurrence of similar problems. Section X. Integrity of the Company and its controlling shareholders and actual controllers □Applicable Not applicable Section XI. Significant related-party transactions 1. Related-party transactions relevant to daily operations Applicable □Not applicable Ji'an Jingkai Lixiangxue Financial Information Service Co., Ltd. / Shanghai Related party Beiding Network Technology Co., Ltd. Relationship Enterprise actual-controlled by the director of the Company Total Type of related-party transaction Purchasing products and goods from the related party Content of related-party Commission fee transaction Pricing principle for related-party Fair market pricing -- transaction Price of related-party transaction Fair market pricing -- Amount of related-party transaction (RMB 10 thousand 5,382.7 5,382.7 yuan) Proportion of the amount of 7.15% -- similar transactions Approved transaction limit (RMB 7,800 7,800 10 thousand yuan) Whether exceeding the approved No -- transaction limit Settlement method of Wire transfer -- related-party transaction Available market price for similar None -- transactions Date of disclosure April 29, 2022 -- 50 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report CNINFO (http://www.cninfo.com.cn) Index of disclosure Announcement on the Estimated Limit of Daily Related-party Transactions in -- 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 such situation of related-party transactions arising from acquisition and sale of assets or equity of the Company during the reporting period. 3. Related-party transactions of joint foreign investments □Applicable Not applicable There is no such situation of related-party transactions of joint foreign investments of the Company during the reporting period. 4. Related credit and debt transactions □Applicable Not applicable There is no such situation of related credit and debt transactions of the Company during the reporting period. 5. Transactions with related financial companies □Applicable Not applicable There is no deposits, loans, credits or other financial business between the Company and the related financial companies and related parties. 6. Transactions between financial companies controlled by the Company and related parties □Applicable Not applicable There is no deposits, loans, credits or other financial business between financial companies controlled by the Company and related parties. 7. Other significant related-party transactions □Applicable Not applicable There are no other significant related-party transactions of the Company during the reporting period. Section XII. Major contracts and their performance 51 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 1. Trusteeship, contracting and leasing matters (1) Trusteeship situation Applicable □Not applicable Explanations on trusteeship situation On September 20, 2018, Offcn Ltd. and Li Yongxin signed the Agreement on Transfer of Organizer ’s Rights of Private Non-enterprise Schools Affiliated to Beijing Offcn Education Technology Co., Ltd.. All 100% of the organizer ’ s rights and interests for non-academic qualifications schools 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 schools to Offcn Ltd. for management. The period of trusteeship started from the date when Li Yongxin paid all the transfer price to the day when the private schools’ 100% rights and interests 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 organizer ’s rights and interests 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 □Applicable Not applicable There was no project with trusteeship that profits or losses reached more than 10% of the total profits of the Company during the reporting period. (2) Contracting situation □Applicable Not applicable There was no contracting situation of the Company during the reporting period. (3) Leasing situation □Applicable Not applicable There was no leasing situation of the Company during the reporting period. 2. Major guarantee □Applicable Not applicable There was no major guarantee of the Company during the reporting period. 3. Explanations on entrusted financial management Applicable □Not applicable Unit: RMB 10 thousands Sources of Amount of Overdue amount Impairment Types Undue Balance entrusted financing entrusted financing yet to be recovered provision of 52 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report overdue outstanding funds Bank Financial Self-owned fund 10,870 216.31 0 0 Product Total 10,870 216.31 0 0 Particulars of high-risk entrusted financial management with a large single amount, low security, poor liquidity or no capital protection □Applicable Not applicable Entrusted financing is overdue and the principal cannot be recovered or there are other cases that may cause impairments. □Applicable Not applicable 4. Other significant contract Applicable □Not applicable 53 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Section XIII. Other significant events Applicable □Not applicable On December 15, 2021, the Company received the Notice of Filing (No. SR Filing 0232021010) from the CSRC for being suspected 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 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 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 54 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report related transactions was RMB 1232.395 million yuan, including RMB 196.335 million yuan in year 2019 and RMB 1036.06 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 existed major omissions 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 was 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. Section XIV. Significant events of the Company’s subsidiaries □Applicable Not applicable 55 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 7 Share Changes and Shareholders Section I. Changes in Shares 1. Changes in Shares Unit: share(s) Before Change Increase or Decrease (+ or -) After Change Conversion of New Number of Bonus equity Number of Proportion shares Other Subtotal Proportion shares shares reserves shares issued into share capital 1. Shares with trading restrictions -188,285,64 4,376,490,37 4,564,776,021 74.01% -188,285,642 70.96% 2 9 (1) Shares held by state (2) Shares held by state-owned legal person (3) Other shares held by domestic -188,285,64 4,376,490,37 capital 4,564,776,021 74.01% -188,285,642 70.96% 2 9 Of which: shares held by domestic legal person 89,117,723 1.44% -89,117,723 -89,117,723 0 0.00% Shares held by domestic 4,376,490,37 natural person 4,475,658,298 72.57% -99,167,919 -99,167,919 70.96% 9 (4) Shares held by overseas capital Of which: shares held by overseas legal person Shares held by overseas natural person 2. Shares without trading 1,790,909,01 restrictions 1,602,623,368 25.99% 188,285,642 188,285,642 29.04% 0 (1) RMB ordinary shares 1,790,909,01 1,602,623,368 25.99% 188,285,642 188,285,642 29.04% 0 (2) Domestic-listed shares for oversea investors (3) Foreign-listed shares for overseas investors (4) Other 3. Total number of shares 6,167,399,38 6,167,399,389 100.00% 0.00 0.00 100.00% 9 Reasons for changes in shares Applicable □ Not applicable The sales restrictions on part of the shares issued by the major asset restructuring were released on February 11, 56 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2022 and the locked shares of the senior executives changed during the reporting period. Approval of changes in shares □ Applicable Not applicable Transfer of share changes □ Applicable Not applicable Implementation progress of share repurchase □ Applicable Not applicable Progress in the implementation of the centralized bidding method to reduce the shareholding repurchase □ Applicable Not applicable The impact of share changes on financial indicators such as basic earnings per share and diluted earnings per share, net assets per share attributable to the Company’s ordinary shareholders, etc. in the latest year and the latest period □ Applicable Not applicable Other contents 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 sales Name of sales sales Reasons for sales releasing shareholder restrictions restrictions restrictions restrictions on restrictions restrictions at the increased sales released in at the end of beginning of in the the period the period the period period Beijing Kerui Technology Releasing sales restriction Innovation on shares from major assets February 11, 89,117,723 89,117,723 0 0 Investment Center replacement and shares 2022 (Limited issued for assets purchase Partnership) According to the relevant regulations of Changes of Senior Wang Zhendong 721,853,563 82,189,500 0 639,664,063 senior executive’s lock-up shares executive’s lock-up shares Guo Shihong 36,092,677 7,955,250 0 28,137,427 Changes of Senior According to 57 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report executive’s lock-up shares the relevant regulations of senior executive’s lock-up shares According to the relevant regulations of Changes of Senior Zhang Yongsheng 36,092,677 9,023,169 0 27,069,508 senior executive’s lock-up shares executive’s lock-up shares Total 883,156,640 188,285,642 0 694,870,998 — — Section II. Issuance and listing of securities □ Applicable Not applicable Section III. Number of Shareholders and Shareholdings Unit: Share(s) Total number of shareholders with Total number of preferred shareholders with ordinary shares at the end of the 174,047 voting rights restored at the end of the reporting 0 reporting period period (if any) (See Note 8) Shareholders with over 5% ordinary shares or top 10 ordinary shareholders Number of Pledged or Frozen Increase and Number of Number of ordinary Shareholding decrease of ordinary ordinary Name of Nature of shares held at Percentage shares during shares held shares held Status of Number of Shareholder shareholder the end of the (%) the reporting with sales without sales shares shares reporting period restrictions restrictions period Domestic Lu Zhongfang 41.36% 2,550,549,260 0 2,550,549,260 0 Pledged 1,357,543,359 natural person Domestic Li Yongxin 18.35% 1,131,415,121 0 1,131,070,121 345,000 Pledged 599,036,641 natural person Wang Domestic 13.83% 852,885,418 639,664,063 213,221,355 Pledged 381,793,884 Zhendong natural person Beijing Aerospace Domestic Industry non-state- 2.24% 137,937,489 -123,342,988 0 137,937,489 Investment owned legal Fund(Limited person Partnership) Beijing Offcn 1.30% 80,000,000 0 80,000,000 58 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Future Domestic Information non-state-owned Consulting legal person Center(Limited Partnership) Domestic Zhou Xiayun 1.28% 78,848,640 0 78,848,640 Pledged 69,000,000 natural person Domestic Zhou Hui 1.16% 71,436,520 -841,400 0 71,436,520 Pledged 37,000,000 natural person Beijing Kerui Venture Domestic Investment non-state-owned 0.89% 54,887,323 -34,230,400 0 54,887,323 Center(Limited legal person Partnership) Domestic Zhou Li 0.78% 48,185,280 0 48,185,280 natural person Beijing Guangyin Venture Domestic Investment non-state-owned 0.64% 39,228,952 -25,126,944 0 39,228,952 Center legal person (Limited Partnership) Strategic Investors or Ordinary Legal Persons Become the Top 10 Shareholders with Ordinary Shares No by the replacement 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) Description of the constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son relationship, and Zhou Xiayun and Above-mentioned Shareholders’ Zhou Li have a father-daughter relationship. It is unknown whether there is an associated relationship among the Relationship or Concerted Action above-mentioned other shareholders, and whether the above-mentioned shareholders belong to the parties acting in concert as stipulated in the Administrative Measures on Information Disclosure of Shareholding Changes in Listed Companies. Description of the above-mentioned shareholders’ No entrusting/entrusted voting rights and waiver of voting rights Particulars of the existence of a special repurchase account among No the top 10 shareholders (if any) (see Note 11) Description of top 10 shareholders with ordinary Shares without sales restrictions 59 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Number of ordinary shares without sales restrictions at the end of the reporting Type Name of Shareholder period Type Quantities RMB Wang Zhendong 213,221,355 ordinary 213,221,355 shares Beijing Aerospace Industry RMB Investment Fund (Limited 137,937,489 ordinary 137,937,489 Partnership) shares Beijing Offcn Future Information RMB Consulting Center(Limited 80,000,000 ordinary 80,000,000 Partnership) shares RMB Zhou Xiayun 78,848,640 ordinary 78,848,640 shares RMB Zhou Hui 71,436,520 ordinary 71,436,520 shares Beijing Kerui Technology RMB Innovation Investment Center 54,887,323 ordinary 54,887,323 (Limited Partnership) shares RMB Zhou Li 48,185,280 ordinary 48,185,280 shares RMB Beijing Guangyin Venture Capital 39,228,952 ordinary 39,228,952 Center (Limited Partnership) shares RMB Hong Kong Securities Clearing 26,319,178 ordinary 26,319,178 Co., Ltd. shares RMB Yang Shaofeng 24,062,680 ordinary 24,062,680 shares Description of the relationship or The Company’s controlling shareholder and actual controller Lu Zhongfang and Li Yongxin are in a parent-child concerted action among the top 10 relationship. Lu Zhongfang, Li Yongxin, and Beijing Offcn Future Information Consulting Center (Limited Partnership) shareholders of ordinary shares constitute persons acting in concert. Zhou Xiayun and Zhou Hui have a father-son relationship, and Zhou Xiayun and without restrictions, and between Zhou Li have a father-daughter relationship. It is unknown whether there is an associated relationship among the the top 10 shareholders of ordinary above-mentioned other shareholders, and whether the above-mentioned shareholders belong to the parties acting in shares without restriction and the concert as stipulated in the Administrative Measures on Information Disclosure of Shareholding Changes in Listed top 10 shareholders of ordinary Companies. shares Description of the top 10 ordinary shareholders participating in the No margin trading(if any) (see Note 4) 60 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 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 Section IV. Changes in shares held by directors, supervisors and senior executives □Applicable Not applicable There is no change in shares held by directors, supervisors and senior executives of the Company during the reporting period. For details, please refer to the Annual Report of 2021. Section V. Changes of controlling shareholder or actual controller Changes of controlling shareholder in the reporting period □Applicable Not applicable Controlling shareholder did not change during the reporting period. Changes of actual controller during the reporting period □Applicable Not applicable The actual controller did not change during the reporting period. 61 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 8 Preferred Shares □ Applicable Not applicable There were no preferred shares during the reporting period. 62 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 9 Corporate Bonds □ Applicable Not applicable 63 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Chapter 10 Financial Statements Section I. Auditor’s report Has the semi-annual report been audited □Yes No The Company's semi-annual financial report has not been audited. 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. June 30, 2022 Unit: RMB Items June 30, 2022 January 1, 2022 Current assets: Monetary funds 1,125,206,088.93 1,970,361,272.64 Settlement reserve Borrowed funds Transactional financial assets 2,174,249.66 346,726,621.74 Derivative financial assets Notes receivable Accounts receivable 40,173,740.04 40,374,842.27 Receivables financing Prepayments 414,197.00 1,438,350.00 Premium receivable Accounts receivable reinsurance Reserve for reinsurance receivable contracts Other receivables 210,245,390.38 219,501,061.83 Including:interest receivable Dividend receivable Buying back the sale of financial assets Inventory 64 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Contract assets Assets held-for-sale Non-current assets due within one year Other current assets 17,253,093.26 36,959,129.80 Total current assets 1,395,466,759.27 2,615,361,278.28 Non-current assets: Loans and advances Debt investment 7,058,993.55 Other debt investment Long-term receivables Long-term equity investment 37,342,667.62 46,850,364.40 Other equity investment 130,400,000.00 130,400,000.00 Other non-current financial assets 30,260,000.00 30,260,000.00 Investment property 634,777,014.96 644,936,541.46 Fixed assets 1,719,895,941.92 1,770,372,338.85 Construction in progress 311,967,758.92 294,785,678.31 Productive biological assets Oil and gas assets Right-of-use asset 1,213,157,017.24 1,342,280,387.08 Intangible assets 852,916,432.28 866,627,549.85 Development expenditure Goodwill 99,867,720.38 99,867,720.38 Long-term prepaid expenses 330,304,030.11 380,191,006.38 Deferred tax assets 558,948,716.74 424,027,271.38 Other non-current assets 1,646,592,927.46 1,652,164,395.78 Total non-current assets 7,566,430,227.63 7,689,822,247.42 Total assets 8,961,896,986.90 10,305,183,525.70 Current liabilities: Short-term loan 1,251,590,694.36 3,152,945,812.59 Borrowing from Central Bank Borrowings from banks and other financial 65 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report institutions Transactional financial liabilities Derivative financial liabilities Notes payable Accounts payable 209,816,016.77 282,032,916.52 Deposit received Contract liabilities 4,783,136,184.36 3,063,721,290.28 Financial assets sold for repurchase Absorbing deposits and interbank deposits Acting trading securities Acting underwriting securities Payroll payable 292,440,611.41 422,886,856.60 Taxes payable 24,445,602.43 12,566,751.84 Other payable 95,703,431.68 129,043,599.22 Including:interest payable Dividend payable Fees and commissions payable Reinsurance amounts payable Liabilities held-for-sale Non-current Liabilities due within one year 547,313,044.67 531,876,007.31 Other current liabilities 143,495,196.47 91,925,853.39 Total current liabilities 7,347,940,782.15 7,686,999,087.75 Non-current liabilities: Insurance contract reserve Long-term loan Bonds payable Inc: Bonds payable_preferred stock Bonds payable_perpetual bond Lease liability 524,208,664.69 635,691,184.87 Long-term payable Long-term salary payable 66 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Estimated liabilities Deferred income Deferred tax liability 91,901,286.29 93,712,172.62 Other non-current liabilities Total non-current liabilities 616,109,950.98 729,403,357.49 Total liabilities 7,964,050,733.13 8,416,402,445.24 Owners' equity: Share capital 103,807,623.00 103,807,623.00 Other equity instruments Other equity instruments_preferred stock Other equity instruments_perpetual bond Capital reserve 1,225,481,049.50 1,225,481,049.50 Less: Treasury stock Other comprehensive income 13,200,000.00 13,200,000.00 Special reserve Surplus reserves 45,000,000.00 45,000,000.00 General risk reserves Undistributed profits -389,601,628.63 501,330,081.70 Total owners' equity attributable to the parent 997,887,043.87 1,888,818,754.20 company Minority shareholders' equity -40,790.10 -37,673.74 Total owners' equity 997,846,253.77 1,888,781,080.46 Liabilities and owners' equity 8,961,896,986.90 10,305,183,525.70 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 June 30, 2022 January 1, 2022 Current assets: Monetary funds 59,047,636.36 59,197,879.74 Transactional financial assets 1,573,219.32 Derivative financial assets 67 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Notes receivable Accounts receivable 27,880,498.53 28,806,097.45 Receivables financing Prepayments Other receivables 21,702,687.86 20,699,731.33 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 108,630,822.75 110,276,927.84 Non-current assets Debt investment Other debt investment Long-term receivables Long-term equity investment 19,180,908,298.36 19,190,415,995.14 Other equity investment 130,400,000.00 130,400,000.00 Other non-current financial assets Investment properties 365,089,891.26 370,687,463.01 Fixed assets 365,592,463.94 371,414,975.96 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 68 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Other non-current assets 1,618,411,145.38 1,618,391,145.38 Total non-current assets 21,732,970,902.51 21,753,878,683.06 Total assets 21,841,601,725.26 21,864,155,610.90 Current liabilities Short-term loan 200,202,500.00 1,201,317,569.59 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 1,741,564.09 1,600,302.00 Other payable 2,330,378,609.03 1,307,916,006.49 Including:interest payable Dividend payable Liabilities held-for-sale Non-current liabilities due within one year Other current liabilities Total current liabilities 2,615,944,425.38 2,594,455,630.34 Non-current liabilities Long-term loan Bonds payable Bonds payable_preferred stock Bonds payable_perpetual bond Lease liability Long-term payable Long-term salary payable Estimated liabilities Deferred income Deferred tax liability 4,400,000.00 4,418,304.83 69 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Other non-current liabilities Total non-current liabilities 4,400,000.00 4,418,304.83 Total liabilities 2,620,344,425.38 2,598,873,935.17 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 13,200,000.00 Special reserve Surplus reserves 387,458,806.65 387,458,806.65 Undistributed profits -122,127,266.10 -78,102,890.25 Owners’ equity 19,221,257,299.88 19,265,281,675.73 Liabilities and owner’s equity 21,841,601,725.26 21,864,155,610.90 3. Consolidated income statement Unit: RMB Items First half year of 2022 First half year of 2021 I. Total operating income 2,226,704,962.11 4,855,998,263.50 Including:operating income 2,226,704,962.11 4,855,998,263.50 Interest income Premium earned Fee and commission income II. Total operating costs 3,270,304,589.23 5,085,316,223.70 Including:operating cost 1,609,828,642.68 2,684,951,238.24 Interest expense Fee and commission 70 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report expenses Surrender money Net reimbursement expenditure Withdrawal of net insurance liability contract reserves Policyholder dividend expenses Reinsurance expenses Taxes and surcharges 16,395,888.43 15,817,550.99 Sales expenses 701,766,026.73 975,972,472.83 Management expenses 472,072,638.67 607,894,812.80 R&D expenses 327,590,103.90 542,875,812.43 Financial expenses 142,651,288.82 257,804,336.41 Including:interest 57,847,785.61 126,914,597.79 expenses Interest income 5,702,074.59 24,674,100.13 Add: other income 30,202,078.09 63,597,930.11 Investment income (Loss is -2,230,731.92 61,423,487.06 listed with "-") Including: investment -9,507,696.78 income from associates and joint ventures Derecognition income of financial assets measured at amortized cost Exchange earnings ((Loss is listed with "-") Net exposure hedge income(Loss is listed with "-") Fair value change income -3,435,742.21 9,068,865.15 (Loss is listed with "-") Expected credit loss(Loss -7,994,247.21 -1,449,153.75 is listed with "-") Asset impairment loss(Loss is listed with "-") 71 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Asset disposal 58,877.23 -168,828.03 income(Loss is listed with "-") III. Operating profit (Loss is listed with -1,026,999,393.14 -96,845,659.66 "-") Add: non-operating income 37,698.84 Less: non-operating expenses 4,372,388.19 349,054.25 IV. Total profit(The total loss is listed -1,031,371,781.33 -97,157,015.07 with "-") Less: Income tax expenses -140,436,954.64 7,582.67 V. Net profit (Net loss is listed with "-") -890,934,826.69 -97,164,597.74 i. Classified by business continuity 1.Net profit from continuing -890,934,826.69 -97,164,597.74 operations (Net loss is listed with "-") 2.Net profit from discontinued operations (Net loss is listed with "-") ii. Classification by ownership 1. Net profit attributable to -890,931,710.33 -97,162,509.03 the owner of the parent company 2. Minority shareholders' -3,116.36 -2,088.71 gains and losses VI. Net other comprehensive income Net other comprehensive income after tax attributable to the parent company owner i. Other comprehensive income that cannot be reclassified into profit or loss 1.Changes from the remeasurement of the defined benefit plan 2.Other comprehensive income that cannot be transferred to profit or loss under the equity method 3.Changes in the fair value of other equity instruments 4.Changes in fair value of 72 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report the company's own credit risk 5. Other ii. Other comprehensive income that will be reclassified into profit or loss 1.Other comprehensive income of convertible profit and loss under the equity method 2.Changes in fair value of other debt investments 3.Financial assets reclassified into other comprehensive income 4.Credit impairment provisions of other debt investment 5.Cash flow hedge reserve 6.Foreign currency financial statement translation difference 7.Other Net other comprehensive income attributable to minority shareholders VII. Total comprehensive income -890,934,826.69 -97,164,597.74 Total comprehensive income -890,931,710.33 -97,162,509.03 attributable to owners of the parent Total comprehensive income attributable to minority -3,116.36 -2,088.71 shareholders VIII. Earnings per share i. Basic earnings per share -0.14 -0.02 ii.Diluted earnings per share -0.14 -0.02 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 73 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Items First half year of 2022 First half year of 2021 I. Operating income 427,884.19 7,278,174.71 Less:operating cost 5,597,571.75 5,632,943.03 Taxes and surcharges 3,158,855.34 2,217,898.16 Sales expenses Management expenses 12,714,916.92 10,918,194.18 R&D expenses Financial expenses 9,997,226.32 22,843,885.71 Including:interest expenses 10,049,430.40 22,918,691.67 Interest income 61,926.55 87,954.96 Add:other income 2,487.65 138,234.55 Investment income(Loss is -7,773,599.75 1,330,502.21 listed with “-”) Including: investment income from associates and -9,507,696.78 joint ventures Derecognition income of financial assets measured at amortized cost Net exposure hedge income (Loss is listed with “-”) Fair value change income -73,219.32 23,173.91 (Loss is listed with “-”) Expected credit loss (Loss is -1,157,663.12 -764,039.94 listed with “-”) Asset impairment loss (Loss is listed with “-”) Asset disposal income (Loss is -223,987.77 listed with “-”) II. Operating profit(Loss is listed with -40,042,680.68 -33,830,863.41 “-”) Add: non-operating income Less: non-operating expenses 4,000,000.00 III. Total profit(The total loss is listed -44,042,680.68 -33,830,863.41 with “-”) 74 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Less:income tax expenses -18,304.83 -185,216.51 IV. Net profit(Net loss is listed with “-”) -44,024,375.85 -33,645,646.90 i. Net profit from continuing -44,024,375.85 -33,645,646.90 operations(Net loss is listed with “-”) ii. Net profit from discontinued operations(Net loss is listed with “-”) V. Net other comprehensive income i. Other comprehensive income that cannot be reclassified into profit or loss 1.Changes from the remeasurement of the defined benefit plan 2.Other comprehensive income that cannot be transferred to profit or loss under the equity method 3.Changes in fair value of other equity instruments 4.Changes in fair value of the company's own credit risk 5.Other ii. Other comprehensive income that will be reclassified into profit or loss 1.Other comprehensive income of convertible profit and loss under the equity method 2.Changes in fair value of other debt investments 3.Financial assets reclassified into other comprehensive income 4.Credit impairment 75 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report provisions of other debt investment 5.Cash flow hedge reserve 6.Foreign currency financial statement translation difference 7.Other VI. Total comprehensive income -44,024,375.85 -33,645,646.90 VII. Earnings per share: ⅰ Basic earnings per share ⅱ Diluted earnings per share 5. Consolidated cash flow statement Unit: RMB Items First half year of 2022 First half year of 2021 I. Cash flows from operating activities: Cash received from the sale of goods and the 4,062,343,388.89 4,268,598,303.00 services Net increase in customer deposits and interbank deposits Net increase in borrowing from central bank Net increase in funds borrowed from other financial institutions Cash received from the original insurance contract premium Net cash received from reinsurance business Net increase in policyholders ’ deposits and investment funds Cash charged with interest, handling fees and commissions Net increase in funds borrowed in Net increase in repurchase funds Net cash received from agent buying and selling of securities 76 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Taxes refund Other cash received related to other business 35,105,398.27 55,211,569.96 activities Subtotal of cash inflow from operating activities 4,097,448,787.16 4,323,809,872.96 Cash paid for the purchase of goods and 451,088,975.41 965,750,873.57 services Net increase in customer loans and advances Net increase in deposit of central bank and interbank Cash paid for the original insurance contract Net increase in borrowed funds Cash paid for interest, handling fees and commissions Cash paid for policy dividends Cash paid to and for employees 2,255,984,012.14 3,545,895,731.44 Various taxes paid 58,136,972.58 192,705,882.06 Other cash paid for business activities 299,256,415.71 558,548,843.84 Subtotal of cash outflows from business activities 3,064,466,375.84 5,262,901,330.91 Net cash flow from operating activities 1,032,982,411.32 -939,091,457.95 II. Cash flows from investing activities: Cash received from investment recovery 466,866,629.87 7,306,410,000.00 Cash received from investment income 7,285,958.41 220,793,791.47 Net cash received from disposal of fixed assets, intangible assets and other long-term -168,828.03 assets Net cash received from disposal of subsidiaries and other business units Other cash received related to investing activities Subtotal of cash inflows from investing activities 474,152,588.28 7,527,034,963.44 Cash paid for the purchase and construction of fixed assets, intangible assets and other 45,057,938.10 2,800,021,379.76 long-term assets Cash paid for investment 118,700,000.00 5,584,550,000.00 77 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Net increase in pledge loans Net cash paid for acquiring subsidiaries and other business units Other cash paid related to investing activities Subtotal of cash outflows from investment 163,757,938.10 8,384,571,379.76 activities Net cash flow from investing activities 310,394,650.18 -857,536,416.32 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 2,769,000,000.00 Other cash received related to fundraising activities Subtotal of cash inflows from financing activities 2,769,000,000.00 Cash paid for debt repayment 1,899,000,000.00 2,867,000,000.00 Cash paid for dividends, profits or interest 43,044,930.56 103,069,077.75 payments Including:dividends and profits paid by subsidiaries to minority shareholders Other cash paid related to financing activities 245,945,251.57 392,129,451.92 Subtotal of cash outflows from financing activities 2,187,990,182.13 3,362,198,529.67 Net cash flow from financing activities -2,187,990,182.13 -593,198,529.67 IV. Effect of the changes of the exchange rate on cash and the equivalents V. Net increase in cash and cash equivalents -844,613,120.63 -2,389,826,403.94 Add: balance of cash and cash equivalents at 1,969,806,009.56 5,950,036,489.12 the beginning of the period VI. Balance of cash and cash equivalents at the end 1,125,192,888.93 3,560,210,085.18 of the period 6. Parent company cash flow statement Unit: RMB Items First half year of 2022 First half year of 2021 78 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report I. Cash flow from operating activities: Cash received from the sale of goods and services Tax refund Other cash received related to business 1,022,771,128.40 3,566,724.42 activities Subtotal of cash inflow from operating activities 1,022,771,128.40 3,566,724.42 Cash paid for the purchase of goods and services Cash paid to and for employees Various taxes paid 3,039,028.54 2,398,724.13 Other cash paid for business activities 11,565,274.64 354,011,436.05 Subtotal of cash outflows from business activities 14,604,303.18 356,410,160.18 Net cash flow from operating activities 1,008,166,825.22 -352,843,435.76 II. Cash flows from investing activities: Cash received from investment recovery 1,500,000.00 1,600,000.00 Cash received from investment income 1,734,097.03 1,330,502.21 Net cash received from disposal of fixed -223,987.77 assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other business units Other cash received related to investing activities Subtotal of cash inflows from investment activities 3,234,097.03 2,706,514.44 Cash paid for the purchase and construction of fixed assets, intangible assets and other 20,000.00 long-term assets Cash paid for investment 1,600,000.00 Net cash paid for acquiring subsidiaries and other business units Other cash paid related to investing activities Subtotal of cash outflows from investment activities 20,000.00 1,600,000.00 Net cash flows from investing activities 3,214,097.03 1,106,514.44 III. Cash flow from financing activities: Cash received from investment absorption Cash received from the loan 1,000,000,000.00 79 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Other cash received related to fundraising activities Subtotal of cash inflows from financing activities 1,000,000,000.00 Cash paid for debt repayment 1,000,000,000.00 570,000,000.00 Cash paid for dividends, profits or 11,164,499.99 22,726,044.41 interest payments Other cash paid related to financing activities Subtotal of cash outflows from financing activities 1,011,164,499.99 592,726,044.41 Net cash flow from financing activities -1,011,164,499.99 407,273,955.59 IV. Effect of the changes of the exchange rate on cash and the equivalents V. Net increase in cash and cash equivalents 216,422.26 55,537,034.27 Add:balance of cash and cash equivalents at 58,831,214.10 55,780,356.37 the beginning of the period VI. Balance of cash and cash equivalents at the end 59,047,636.36 111,317,390.64 of the period 80 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 7. Consolidated statement of changes in owners’ equity Current Amount Unit: RMB 81 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Amount of the previous year Unit: RMB 82 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 8. Statement of changes in owner's equity of the parent company Current Amount Unit: RMB 83 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Amount of the previous year Unit: RMB 84 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. obtained the Enterprise Business license of Enterprise Legal Person NO. 3402012104768 issued by Wuhu Administration for industry and commerce on November 30, 2006. 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 July 1, 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 June 30, 2022, 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 Offcn Education Technology Co., Ltd. (referred to as "Offcn Ltd.") respectively held by 11 counterparts, including Li Yongxin. And the difference between the exchange-out assets and the exchange-in assets was paid by issuing shares. On December 27, 2018, Yaxia Automobile and the counterpart Yaxia Industrial signed the Confirmation of Delivery of Assets. The closing date of the exchange-out assets is December 27, 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, Offcn Ltd. completed the registration procedures for industrial and commercial changes on shareholder change matters. After the completion of this alteration, Yaxia Automobile holds a 100.00% stake in Offcn Ltd., accordingly, the controlling shareholder and actual controller of the company will be changed to Li Yongxin and Lu Zhongfang. On February 2, 2019, Yaxia Automobile changed its name and changed its scope of business. On January 23, 2019, the registration procedures for the transfer of shares of the company and the new shares of the company related to the restructuring transaction were completed. Unified social credit code: 91340200711040703A Company residence: Yaxia Automobile City, Yijiang North Road, Jiujiang District, Wuhu City, Anhui Province Headquarters Address: Block B, Hanhua Century Mansion, No.23 Xueqing Road, Haidian District, Beijing 85 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 after acquiring approval from the relevant departments) The financial report was approved by the Board of Directors of the Company on August 31, 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 IX (1) “Interest in subsidiaries” of this report. Changes in the scope of consolidated financial statements are detailed in Note VIII “Changes in the Consolidated Scope” of this report. Section IV. Basis 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 June 30, 2022. 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 Specific accounting policies and tips for accounting estimates: None 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 86 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 The Company’s accounting period starts from January 1 and ends on December 31. 3. Business cycle The Company’s business cycle starts from January 1 and ends on December 31. 4. Recording currency The Company adopts Renminbi (RMB) as their recording currency. 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 ’s interest in the fair value of the acquiree ’s identifiable net assets, the difference is treated as an asset and recognized as goodwill, which is measured at cost on initial recognition. If the combination cost is less than the share of identifiable fair value of net assets of acquiree, firstly, conducting the review of measurement is necessary to achieve the acquiree’s identifiable assets, liabilities and the fair value of contingent liabilities as well as the combination costs. If the 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. By step-by-step multiple transactions 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 87 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 If the 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 control, 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 the control is lost. The difference between the sum of the consideration obtained from the disposal of the equity and the fair value of the remaining equity, and the shares of the net assets of the original subsidiary calculated from the purchase date based on the original shareholding ratio, shall be included in the investment income of the period when the control is lost. Other comprehensive income related to the original subsidiary’s equity investment shall be converted to current investment income when control is lost. (3) 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. 88 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 6. Preparation of consolidated financial statements Consolidated financial statements are based on the Parent ’ s and its subsidiaries ’ financial statements in accordance 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 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 is translated into the amount denominated in RMB by applying the spot exchange rate on the date of the transaction announced by People ’s Bank of China. At the balance sheet date, foreign currency balance comprised of foreign currency monetary items shall be translated at the spot exchange rate on the balance sheet date, and the exchange differences caused by different exchange rates, except the exchange difference of the principal and interest of foreign currency special loans related to the acquisition and construction of assets that meet the capitalization conditions, shall be included into profit and loss for the period; foreign currency non-monetary items measured at historical cost are still converted at the spot exchange rate on the transaction date, and their RMB amount is not changed; foreign currency non-monetary items measured at fair 89 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report value, are translated at the spot exchange rate on the fair value determination date, and the difference shall be included into profit and loss for the period or other comprehensive income. 9.2 Translation of financial statements denominated in foreign currencies The assets and liabilities of the balance sheet are translated 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 recognized 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. 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 90 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. 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 that 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 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. 91 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report The company determines the classification of financial liabilities at initial recognition. For financial liabilities measured at fair value through profit or loss, the related 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 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 amortized 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 “Risks Associated With Financial Instruments” of this report for details. 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: 92 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. 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 93 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 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. Notes receivable None 12. 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. 13. 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 94 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. 14. Other receivables Determination method and accounting treatment method of expected credit loss of other receivables: The company adopts the general model of expected credit loss to deal with other receivables, as detailed in Note v (10) “Financial Instruments”. The company considers all reasonable and substantiated information, including forward-looking information, to estimate the expected credit 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. 15. Inventory 15.1 Classification of inventories Inventories refer to the finished goods or commodities held for sale in daily activities, goods in progress in the production process, consumed materials and supplies in the production process or providing services of the Company. 15.2 Measurement of inventories transferred out Finished goods are accounted for using the weighted average at the end of the month method upon issuance. 15.3 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 95 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. 15.4 Inventory count system The perpetual inventory system is maintained for stock system. 15.5 Amortization of low-value consumables and packages (1) Low-value consumables Low-value consumables are amortized by one-time write-off. (2) Packages Packages are amortized by one-time write-off. 16. Contract asset 1. Confirmation methods and standards of contract assets The Company lists contract assets or contract liabilities in the balance sheet based on the relationship between the performance of obligations and customer payments. The consideration (except the receivables) that the Company has the right to receive in exchange for goods or services that the Company has transferred to the customer is listed as contract assets. 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. 17. Contract costs Contract costs are divided into contract performance costs and contract acquisition costs. The cost incurred by the Company to perform the contract is recognized as an asset as the contract performance cost when meeting the following conditions: 1. The cost is directly related to a current or expected contract, including direct labor and materials expenses, manufacturing expenses (or similar expenses), clearly defined costs borne by the customer, and other costs incurred only due to the contract; 2. The cost increases the Company's future resources for fulfilling contract obligations; 3. The cost is expected to be recovered. If the incremental cost incurred by the Company for obtaining the contract is expected to be recovered, it is recognized as an asset as the cost of obtaining the contract; however, if the amortization period of the asset does not exceed one year, the Company could include it in the current profits and losses when it occurs. 96 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Assets related to contract costs are amortized on the same basis as the revenue of goods or services related to the asset. If the book value of assets related to contract costs is higher than the difference between the following two items, the Company will make provisions for impairment for the excess part and recognize it as the asset impairment loss: 1. The remaining consideration expected to be obtained due to the transfer of goods or services related to the asset; 2. Costs estimated to incur for the transfer of the related goods or services If the aforementioned asset impairment provision is subsequently reversed, the book value of the asset after reversal shall not exceed the book value of the asset on the date of reversal under the assumption that no impairment provision is made. 18. 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 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. If the Company loses control of the subsidiary because of some reasons including its sale of investments in the subsidiary, it shall classify the overall investment in the subsidiary as held for sale in the parent company’s individual financial statements and classify all the assets and liabilities of the subsidiary as held for sale in the consolidated Financial Statements when the investment in the subsidiary to be sold meets the criteria for the held for sale, whether the Company retains part of the equity investment after the 97 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report sale. 19. Debt investment The Company uses the general model of expected credit losses for debt investment. For details, please refer to Note V. 10. “Financial Instruments”. 20. Other debt investment None 21. Long-term receivables None 22. Long-term equity investment 22.1 Determination of investment costs (1) In case the enterprise mergers are under same control and the combining party offers combined consideration by paying in cash, transferring non-cash assets, assuming debt or issuing equity securities, the initial investment cost shall be book value of the share of the combined party owner’s equity in the consolidated financial statements of the final control party on the combination date. Capital reserves (capital premium or equity premium) are adjusted based on the difference between initial investment cost in the long-term equity investment and book value of the paid merger consideration or the total amount of the face value of the issued shares; if capital reserves are insufficient to write-downs, it needs to adjust the retained earnings. Where an enterprise merger under the same control is realized step by step, the initial investment cost shall be the owner ’s equity share in the combined party ’s book calculated on shareholding ratio on the merger date. The difference between the initial investment cost and the book value of the original long-term equity investment plus the sum of the book values of further consideration paid for the new shares on the merger date is adjusted for capital reserve (capital premium or equity premium). If capital reserve is insufficient to offset, it needs to adjust the retained earnings. (2) If the enterprise mergers are not under the same control, the initial investment cost shall be the fair value of merger consideration paid on the acquisition date. (3)Except for the 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). 22.2 Subsequent measurement and recognition methods of profits and losses For the long-term equity investment controlled by the company to the investee, the company shall adopt the cost method in the individual financial statements of the company; Long-term equity investments with joint control or significant influence shall be accounted for using the equity method. Under the cost method, a long-term equity investment is measured at initial investment cost . Except for cash dividends or 98 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. 22.3 Determine the basis of controlling and significant influence on the invested entity Control refers to having the power over the investee, enjoying the variable return through participating in the investee's relevant activities, and having the ability to use the power over the investee to affect the return amount; Major influence means that the investor has the right to participate in the decision-making of the financial and business policies of the investee, but cannot control or jointly control the formulation of these policies with other parties. 22.4 Disposal of long-term equity investments (1) Partial disposal of a long-term equity investment in a subsidiary without loss of control 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 99 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report remaining equity shall be recognized as long-term equity investment or other relevant financial assets according to its book value. If the remaining equity after disposal is able to exert joint control or significant influence on the subsidiary, accounting treatment shall be conducted according to the relevant provisions of the conversion from cost method to equity method. 22.5 Methods of impairment assessment and determining the provision for impairment loss For the investment in subsidiaries, joint venture and associates, if there is an objective evidence for the impairment on the balance sheet date, the corresponding impairment provision is made based on the difference between the book value and the recoverable amount. 23. Investment property Measurement model of Investment properties Measured by cost method Depreciation or amortization method 23.1 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. 23.2 The Company initially measures the investment properties at cost, uses the cost model for subsequent measurement, and adopts a depreciation or amortization policy for the investment property, which is consistent with that for fixed assets or intangible assets. On the balance sheet date, if there are signs that the investment properties is impaired, the corresponding impairment provision shall be made based on the difference between the book value and the recoverable amount. 24. Fixed asset 24.1 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. 24.2 Deprecation methods for each category of fixed assets 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 24.3 Basis of asserting, valuation method and depreciation method for fixed assets acquired under financing leases 100 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report None 25. Construction in progress 25.1 Construction in progress should be transferred into fixed assets at its actual costs after it has reached the working condition for its intended use. Construction in progress that has reached the working condition but not completed, shall be transferred at its estimated costs. The estimated cost of construction in progress should be adjusted against the actual costs after completion of settlement, while the depreciation already provided will not be adjusted. 25.2 On the balance sheet date, if there is any indication that the construction in progress may be impaired, the corresponding impairment provision shall be made based on the difference between the book value and the recoverable amount. 26. Borrowing cost 26.1 Recognition criteria of capitalization Borrowing costs are capitalized when expenditures for such asset and borrowing costs are incurred and activities relating to the acquisition, construction or production of the asset that are necessary to prepare the asset for its intended use or sale have commenced. Other borrowing costs shall be recognized as expenses when incurred and shall be included in the current profit and loss. 26.2 Period of capitalization (1) When borrowing costs meet the following conditions at the same time, capitalization starts 1) Asset expenditure has occurred. 2) Borrowing costs have incurred 3)The purchase, construction or production activities necessary to make the assets usable or saleable have started. (2) Capitalization of borrowing costs is suspended during periods in which the acquisition, construction or production of a qualifying asset is suspended abnormally and when the suspension is for a continuous period of more than 3 months. Capitalization is suspended until the acquisition, construction or production of the asset is resumed. (3) When the qualifying asset being acquired, constructed or produced becomes ready for its intended use or sale, the borrowing costs stop capitalization. 26.3 Capitalization amount of borrowing costs Where funds are borrowed for the purpose of purchasing, constructing or producing assets that meet the capitalization conditions, the amount of interest to be capitalized is the actual interest expenses incurred on that borrowing for the period (including the amortization of discounts or premiums determined in accordance with the actual interest rate method), less any bank interest earned from depositing the borrowed funds before being used on the asset or any investment income on the temporary investment. Where general borrowings are occupied for the purchase, construction or production of assets that meet the capitalization conditions, the Company determines the amount of interest to be capitalized on such borrowings by applying a capitalization rate to the weighted average of the excess of cumulative expenditures on the asset over the amounts of specific-purpose borrowings. The capitalization rate is the weighted average of the interest rates applicable to the general borrowings. 27. Biological assets 101 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report None 28. Oil and gas assets None 29. 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: 29.1 The amount of the initial measurement of the lease liabilities. 29.2 Any lease payments made at or before the commencement date, less any lease incentives. 29.3 Any initial direct costs incurred by the Company. 29.4 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 aforementioned costs are incurred for the production of inventories, and the Accounting Standards for Business Enterprises No. 1 - Inventories shall apply. 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. 30. Intangible assets (1) Valuation method, service life and impairment test 1. Intangible assets, including land use rights etc. are measured at costs initially. 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: 102 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Useful life(Year) Land use rights 40 Software use rights 5-10 Trademark rights 10 3. On the balance sheet date, if there is any indication that the intangible assets with definite life has been impaired, the corresponding impairment provision shall be made based on the difference between the book value and the recoverable amount. Intangible assets with uncertain service life and intangible assets that have not yet reached the usable state, whether or not there are signs of impairment, are tested for impairment every year. (2) Accounting policies for internal research and development expenditure Expenditure in the research phase of internal research and development projects is included in the current profits and losses when they occur. Expenditure during the development phase that meets the following conditions at the same time is recognized as intangible asset. (1) It is technically feasible to complete the intangible asset so that it will be available for use or sale; (2) The Company has the intention to complete the intangible asset and use or sell it; (3) The Company can demonstrate the ways in which the intangible asset will generate economic benefits, including the evidence of the existence of a market for the output of the intangible asset or the intangible asset itself or, if it is to be used internally, the usefulness of the intangible asset; (4) The availability of adequate technical, financial and other resources to complete the development and the ability to use or sell the intangible asset; and(5) The expenditure attributable to the intangible asset during its development phase can be reliably measured. 31. Impairment of long-term assets The Company make judgement on whether there is any indication that the asset may be impaired at the balance sheet date. The goodwill and intangible assets with an uncertain useful life resulting from a business combination are tested for impairment annually, regardless of whether there is any indication of impairment. The impairment should be recorded when the assets occur the following indications: (1) The market price of assets fell sharply in the current period, and the decline was significantly higher than the expected decline due to the passage of time or normal use; (2) Significant changes of the economic, technical or legal environment in which the enterprise operates and the market in which the assets are located will occur in the current period or in the near future, which will adversely affect the company; (3) The market interest rate or other market investment returns have increased during the current period, which affects the company's discount rate for calculating the present value of the expected future cash flow of assets, leading to the recoverable amount has been greatly reduced; (4) There is evidence that the assets have become obsolete or their entities have been damaged; (5) The assets have been or will be idle, terminated or planned to be disposed of in advance; (6)The evidence reported by the enterprise indicates that economic performance of the assets has been or will be lower than expected, such as the net cash flow created by the assets or the realized operating profit (or loss) is far lower (or higher) than the expected amount; (7) Other indications that the asset may have signs of impairment. If there are any signs of asset impairment, the recoverable amount should be estimated. 103 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report The recoverable amount should be determined based on the higher of the net amount of the fair value of the asset minus the disposal costs and the present value of the estimated future cash flows of the asset. Disposal costs include legal costs related to asset disposal, related taxes, transportation charges, and direct costs incurred to make the asset available for sale. The present value of the estimated future cash flows of the asset should be determined by discounting the amount of the asset based on the expected future cash flow generated during the continuous use of the asset and at the time of final disposal. The present value of the expected future cash flow of the asset should take into account factors such as the estimated future cash flow of the asset, its useful life, and the discount rate. The measurement results of the recoverable amount indicate that if the recoverable amount of the asset is lower than its book value, the book value of the asset should be written down to the recoverable amount, and the reduced amount should be recognized as the asset impairment loss and included in the current profit and loss. Meanwhile, corresponding provisions for asset impairment should be made. 32. Long-term 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. 33. Contract liabilities The Company lists contract assets or contract liabilities in the balance sheet based on the relationship between the performance of obligations and customer payments. The obligation of transferring products or providing services to customers after the Company has received the consideration from customers or the consideration is receivable, is listed as contract liabilities. 34. Employee compensation (1) Accounting treatment methods of short-term employee remuneration During the accounting period when the employees provide services, the Company shall recognize the actual short-term compensation as liabilities and record it into the current profit and loss or the cost of related assets. Among them, non-monetary welfare is measured according to fair value. (2)Accounting treatment methods of post-employment benefits None (3)Accounting treatment methods of termination benefits When the Company terminates the employment relationship with employees before the expiration of the employment contracts or provides compensation as an offer to encourage employees to accept voluntary redundancy, if the Company has a formal plan for termination of employment relationship or has made an offer for voluntary redundancy which will be implemented immediately, and the Company cannot unilaterally withdraw from the termination plan or the redundancy offer, a provision for the compensation payable arising from the termination of employment relationship with employees is recognized with a corresponding charge to the 104 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report profit or loss for the period, and include in current profits or losses. (4)Accounting treatment methods of other long-term employee benefits The Company's employees participated in the social basic endowment insurance organized and implemented by the local labor and social security departments. The company pays endowment insurance premium to organization of agency of local society primary endowment insurance according to the social primary endowment insurance pay base and scale with local regulation monthly. After the employee retires, the local labor and social security department has the responsibility to pay the social basic pension to the retired employee. During the accounting period when the company ’ s employees provide services, the amount calculated in accordance with the above social security provisions shall be recognized as liabilities, and recorded into the current profit and loss or the cost of relevant assets. 35. Lease liabilities 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 right-of-use assets and 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: 35.1 Fixed payments and in-substance fixed payments, if there is a lease incentive, deduct the amount related to the lease incentive. 35.2 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. 35.3 Exercise price for a purchase option provided that the lessee is reasonably certain that the option shall be exercised. 35.4 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. 35.5 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 borrowing rate as the discount rate. 36. Provisions 36.1 The Company shall recognize this obligation as contingent liability when the obligations arising from the provision of external guarantees, litigation matters, product quality guarantees, loss contracts and other contingencies become the current obligations assumed by the Company and the fulfillment of such obligations is likely to result in the outflow of economic benefits from the company and the amount of such obligations can be reliably measured. 36.2 The Company shall initially measure the provisions according to the best estimate of the expenses required to perform the 105 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report relevant current obligations, and shall review the book value of the estimated liabilities on the balance sheet date. 37. Share-based payments 37.1 Categories of share-based payments Share-based payments comprise equity-settled and cash-settled payments. 37.2 Determination of fair value of equity instruments (1) If there is an active market, it should be determined based on the quoted price in the active market. (2) If there is no active market, it is determined by using valuation techniques, including considering the prices used in recent market transactions made by parties familiar with the situation and taking transactions voluntarily, and considering the current fair values and cash flows of other financial instruments that are substantially the same discount method and option pricing model. 37.3 Basis for determining the best estimate of exercisable equity instruments The Company would make best estimate in accordance with the newly acquired information such as changes in the number of employees entitled to equity instruments. 37.4 Relevant accounting treatment of implementation, modification and termination of share-based payment plan (1) Equity-settled share-based payments Equity-settled share-based payments that are immediately available after the grant in exchange for employee services are included in related costs or expenses based on the fair value of the equity instruments on the grant date, and the capital reserve is adjusted accordingly. Equity-settled share-based payments for services that have been completed during the waiting period or that are exercisable only if the required performance conditions are met are exchanged for employee services. At each reporting date during the waiting period, the best estimate of the number of exercisable equity instruments is based on the fair value of the equity instrument grant date, the services obtained in the current period are included in related costs or expenses, and the capital reserve is adjusted accordingly. For equity-settled share-based payments in exchange for services provided by other parties, if the fair value of services provided by other parties can be reliably measured, they should be measured at the fair value of the services of other parties on the acquisition date; if the fair values of services provided by other parties cannot be measured reliably, but for the equity instruments whose fair value can be reliably measured, they should be measured at the fair value of the equity instrument on the date of service acquisition and included in related costs or expenses, increasing owner’s equity accordingly. (2) Cash-settled share-based payments The cash-settled share-based payment in exchange for employee services immediately after the grant is included in the related costs or expenses at the fair value of the liability assumed by the Company on the grant date, and the liability is increased accordingly. Cash-settled share-based payments for services that have been completed within the waiting period or that have met the required performance conditions in exchange for employee services are based on the best estimate of the right to exercise at each balance sheet date during the waiting period, according to the fair value of liabilities assumed by the company, the services obtained in the current period are included in related costs or expenses and corresponding liabilities. 106 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (3) Modifying and terminating the share payment plan If the amendment increases the fair value of the equity instruments granted, the Company will recognize the increase in the acquisition of services in accordance with the increase in the fair value of the equity instruments; if the amendment increases the number of equity instruments granted, the company will increase the value of the equity instruments. The fair value is correspondingly recognized as an increase in access to services; if the company modifies the conditions of the exercisable rights in a manner that benefits employees, the company considers the modified conditions of the exercisable rights when processing the conditions of the exercisable rights. If the amendment reduces the fair value of the equity instrument granted, the Company continues to recognize the amount of services obtained based on the fair value of the equity instrument on the grant date, without considering the decrease in the fair value of the equity instrument; if the amendment reduces the equity granted for the number of instruments, the company will treat the reduction as the cancellation of the granted equity instruments; if the conditions of the exercisable rights are modified in a manner that is not conducive to employees, the revised conditions of the exercisable rights are not considered when processing the conditions of the exercisable rights. If the Company cancels the granted equity instruments or clears the granted equity instruments during the waiting period (except for those that are canceled because the conditions of the exercisable rights are not met), the cancellation or settlement is treated as an expedited exercisable right and the original amount recognized during the remaining waiting period. 38. Other financial instruments such as preferred stocks and perpetual bonds None 39. Income Accounting policies applied in revenue recognition and measurement 39.1 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. 39.2 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 performed 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. 107 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 within 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, except that 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 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. 39.3 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, 108 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 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. Differences in accounting policies for revenue recognition due to different business models None 40. Government subsidy 40.1 Government grants include asset related government grants and income related government grants. 40.2 If a government grant is in the form of 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. 40.3 The government grant adopts the total method (1) A government grant related to asset is recognized as deferred income, and amortized to profit or loss on a reasonable and systematic basis over the useful life of the related asset. If the relevant assets are sold, transferred, scrapped or damaged before the end of their useful lives, the undistributed balance of related deferred income will be transferred to the profit or loss of the asset 109 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report disposal in the current period. (2)If a government grant related to income is used to compensate for the related expenses or losses in the subsequent period, it shall be recognized as deferred income and shall be recorded in the current profit or loss in which the relevant expenses are recognized; For the compensation of related expenses or losses that have occurred, they shall be directly included in the current profits and losses. For government grants that include both the asset-related portion and the income-related portion, the different parts are separately accounted for; if it is indistinguishable, the overall classification is revenue-related government subsidies. 40.4 Government grants related to the company's daily activities in accordance with the nature of the economic business are included in other income or written down the related costs; government grants that are unrelated to the daily activities of the company shall be included in non-operating income and expenditure. 41. Deferred income tax assets and the deferred income tax liabilities 41.1 According to the difference between book value of the assets and liabilities and the tax base (for the items that have not been confirmed as assets and liabilities, the difference refers to the difference between base of tax, which can be confirmed according to the provisions of tax law, and the book number), deferred income tax assets and deferred income tax liabilities shall be measured and confirmed according to applicable tax rate during the period when the asset is expected to recover or the debt is expected to pay off. 41.2 Confirm the deferred income tax assets to probably get used to making the deductible temporary differences are limited to the amount of taxable income. During the balance sheet date, there is strong evidence that in the future sufficient taxable income is likely to be obtained to offset the deductible temporary difference, confirm the unconfirmed deferred income tax assets in previous accounting periods. 41.3 On the balance sheet date, the review of the book value of the deferred income tax assets should be conducted, and if in the future sufficient taxable income to offset the benefit of the deferred income tax assets can’t be obtained, the write-downs on the book value of the deferred income tax assets should be applied. If it is likely to obtain sufficient taxable income, return of the amount of write-downs should be applied. 41.4 The Company's current income tax and deferred income tax are recorded into the profits and losses of the current as income tax expenses. But it does not include the income tax in the following circumstances: (1) The business combination; (2) Direct confirmation of transactions or events in the owner's equity. 42. Lease 42.1 Accounting treatment of operating leases 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 of different period. 110 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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. 42.2 Accounting treatment of financial leases As the lessor, on the commencement date of the lease term, the Company recognizes the financial lease payments receivable for the financial lease, derecognizes the financial lease assets, and calculates and recognizes the interest income in each period of the lease term according to the fixed periodic interest rate. 43. Other significant accounting policies and accounting estimates None 44. Changes in important accounting policies and accounting estimates (1) Changes in important accounting policies □ Applicable Not applicable (2) Changes in important accounting estimates □ Applicable Not applicable 45. Others 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 goods and Value-added tax 3%、5%、6% supply of services City maintenance and construction tax Circulation Taxes payable 5%、7% Corporate income tax Taxable income 15%、20%、25% Education surcharge Circulation Taxes payable 3% Local education surcharge Circulation Taxes payable 2% Disclosure statement on taxpayers with different corporate income tax rates Names of taxpayers Income tax rates 1. The Company 25% 2. Offcn Ltd. 15% 3. Wuhu Yawei Automobile Sales Service Co., Ltd. 20% 4. Ningguo Yaxia Motor Vehicle Driver Training School (Co., 20% Ltd.) 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. Shanxi 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% 12. Lu’an Zhongke Real Estate Information Consulting Co., Ltd. 25% 13. Sichuan Offcn Luming Culture Media Co., Ltd. 25% 111 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 14. Zhejiang Offcn Education Technology Co. Ltd. 20% 15. Taizhou Offcn Future Enterprise Management Consulting 20% Co., Ltd. 16. Wenling Offcn Information Consulting Co., Ltd. 20% 17. Beijing Offcn Xinzhiyu Online Technology Co., Ltd. 20% 18. Hulun Buir Hailar Offcn Education Information Consulting 20% Co., Ltd. 19. Xilinhot Offcn Future Education Consulting Co., Ltd. 20% 20. Yueqing Lecheng Offcn Training Center Co., Ltd. 20% 21. Jiaozuo Offcn Future Education Service Co., Ltd. 20% 22. Xinzheng Offcn Cultural Communication Co., Ltd. 20% 23. Chongqing Jiangbei Offcn Vocational Examination Training 20% Co., Ltd. 24. Nanning Offcn Future Education Consulting Co., Ltd. 20% 25. Baiyin Offcn Future Education Consulting Co., Ltd. 20% 26. Beijing Xinde Zhiyuan Enterprise Management Consulting 20% Co., Ltd. 27. Nanjing Huiyue Hotel Management Co., Ltd. 20% 28. Shandong Kunzhong Real Estate Co., Ltd. 20% 29. Sanmenxia Offcn Cultural Communication Co., Ltd. 20% 30. Liaoning Offcn Academic & Cultural Exchange Co., Ltd. 20% 31. Liaoning Offcn Education Technology Co., Ltd. 25% 32. Shandong Offcn Education Technology Co., Ltd. 25% 33. Jilin Changyi Offcn Education Training School Co., Ltd. 20% 34. Yuxi Offcn Training School Co., Ltd. 20% 35. Tonghua Offcn Training School Co., Ltd. 15% 36. Hunan Lightsalt Offcn Education Technology Co., Ltd. 20% 37. Tianjin Hexi Offcn Training School Co., Ltd. 20% 38. Chengdu Offcn Education Training School Co., Ltd. 20% 39. Shandong Zhuoda Business Management Co., Ltd. 20% 40. Liaoning Zhongcheng Real Estate Development Co.,Ltd. 20% 41. Wuhu Offcn Training School Co. Ltd. 20% 42. Wuhan Guoshang Human Resource Service Co., Ltd. 25% 43. Jinan Zhangqiu Offcn Training School Co.,Ltd. 20% 44. Mengzi Offcn Education Training Co. Ltd. 20% 45. Beijing Offcn Technology Development Co. Ltd. 20% 46. Shanghai Offcn Education Technology Co. Ltd. 20% 47. Guangzhou Offcn Smart Education Technology Co. Ltd. 20% 48. Pingshan Offcn Education Technology Co. Ltd. 20% 49. Shandong Offcn Education Training School Co. Ltd. 20% 50. Lanzhou Offcn Education Training School Co. Ltd. 20% 51. Anshan Tiedong Offcn Education Training School Co., Ltd. 20% 52. Diqing Offcn Training School Co., Ltd. 20% 53. Dali Offcn Education Training School Co., Ltd. 20% 54. Harbin Nangang Offcn Education Training School Co., Ltd. 20% 55. Nujiang Offcn Training School Co., Ltd. 20% 56. Weixi Offcn Education Training School Co., Ltd. 20% 57. Beijing Offcn Century Education Technology Co., Ltd. 25% 58. Tianjin Jinnan Offcn Lexue Training School Co., Ltd. 20% 2. Policies and basis of the important tax incentives 2.1 Value-added tax (1) According to “Announcement of the Ministry of Finance and the State Administration of Taxation on Clarifying the VAT 112 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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 April 1, 2021 to December 31, 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 subordinate branches and subsidiaries that meet the exemption conditions are exempt from VAT. (2) According to “Announcement of the Ministry of Finance and the State Administration of Taxation on the VAT Exemption Policy for Small-scale VAT Taxpayers” (Cai Shui [2022] No. 15), in order to further support the development of small and micro enterprises, from April 1, 2022 to December 31, 2022, small-scale VAT taxpayers shall be exempted from VAT for taxable sales income subject to 3% levy rate, and suspended for prepaid VAT items subject to 3% advance levy rate.. The Company’s subordinate branches and subsidiaries that meet the exemption conditions are exempt from VAT. (3) According to “ 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 December 1, 2011 (excluding the technical maintenance fee paid before November 30, 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 Company and the qualified subordinate branches and subsidiaries should deduct the VAT payable amount in full according to the regulations. (4) In accordance with the Announcement of the Ministry of Finance, the State Administration of Taxation and the General Administration of Customs on Relevant Policies for Deepening the Reform of Value-added Tax (Cai Shui [2019] No. 39) and the Announcement of the Ministry of Finance, the State Administration of Taxation on Relevant Value-added Tax Policies for Promoting the Relief and Development of Difficult Industries in the Service Sector (Cai Shui [2022] No. 11), from April 1, 2019 to December 31, 2022, taxpayers in the production and living service industries are allowed to deduct 10% of the input tax in accordance with the current period. 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 February 1, 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). Subordinate branches 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 113 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (1) On October 21, 2020, Offcn 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. Offcn Co., Ltd. and its subordinate branch calculate and pay corporate income tax at a tax rate of 15%. (2) On September 28, 2021, Tonghua Offcn 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 Offcn 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 31, 2022, the annual taxable income of small and low-profit enterprises does not exceed RMB 1 million, 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 “Notice on Clearly Enjoying the Notice issued by the Party Committee of the Inner Mongolia Autonomous Region and the People’s Government of the Inner Mongolia Autonomous Region on the Scope of Small and Low-Profit Enterprises Exempted from Enterprise Income Tax and Partial Preferential Policies for Local Sharing” (Nei Cai Shui [2019] No. 227), for small and micro-profit enterprises with an annual taxable income of not more than RMB 1 million, according to “Announcement of the State Administration of Taxation on The Implementation of Preferential Policies for Supporting the Development of Income Tax Policies for Small and Micro-profit Enterprises and Individual Industrial and Commercial Households” (SAT Announcement [2021] No. 8), the annual taxable income is reduced by 12.5% to the taxable income, and after the enterprise income tax is calculated at a rate of 20%, it is then issued in accordance with the Notice issued by the Party Committee of the Inner Mongolia Autonomous Region and the People’s Government of the Autonomous Region (Nei Dang Fa [2018]). No. 23) stipulates that the local sharing part (i.e. 40% part) of enterprise income tax is exempted. Eligible subsidiaries of the Company apply this policy to the calculation of corporate income tax. 3. Others None VII. Notes to consolidated financial statements 1. Monetary funds Unit: RMB Item Closing balance Opening balance Cash on hand 35,782.45 62,362.45 Cash on bank 1,010,912,728.84 1,756,140,584.62 Other monetary funds 114,257,577.64 214,158,325.57 114 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Total 1,125,206,088.93 1,970,361,272.64 Other information (1) Other monetary funds mainly include the balances of third-party payment platforms such as POS, Tenpay, and Alipay. (2) At the end of the period, there are no mortgage, pledge, freezing and other restrictions on the use of funds. Details on Note VII of this report, 81, “Assets with restricted ownership or rights of use”. (3) There were no cash deposited abroad at the end of the period. 2. Transactional financial assets Unit: RMB Item Closing balance Opening balance Financial assets measured at fair value with changes included in current profit 2,174,249.66 346,726,621.74 and loss Inc: Debt instrument investment 2,174,249.66 346,726,621.74 Inc: Total 2,174,249.66 346,726,621.74 Other information 3. Derivative financial assets Unit: RMB Item Closing balance Opening balance Other information 4. Notes receivable (1) Classification of notes receivable Unit: RMB Item Closing balance Opening balance Unit: RMB Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt r provision Category Proporti Book Proporti Book Proporti on of value Proporti on of value Amount Amount Amount Amount on provisio on provisio n n Inc: 115 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Inc: If the bad debt provision of notes receivable is calculated according to the general model of expected credit loss, please disclose the relevant information of bad debt provision with reference to the disclosure method of other receivables: □ Applicable Not Applicable (2) Provision, recovery and reversal for bad debts in current period Provision for bad debts in current period Unit: RMB Amount of change in the current period Opening Category Withdrawal or Closing balance balance Provision Write-off Other reversal Important provision, withdrawal or reversal for bad debts in current period: □ Applicable Not Applicable (3) Notes receivable pledged by the Company at the end of the period Unit: RMB Item Pledged amount at the end of the period (4) Notes receivable that have been endorsed or discounted by the Company at the end of the period and have not yet matured at the balance sheet date Unit: RMB Derecognized amount at the end of the Not derecognized amount at the end of Item period the period (5) Notes transferred to accounts receivable by the Company due to the drawer ’ s failure to perform the contract at the end of the period Unit: RMB Item Amount transferred to accounts receivable at the end of the period Other information: (6) Notes receivable actually written off in current period Unit: RMB Item Amount of writing off Important write-offs of notes receivable: Unit: RMB Whether the funds Nature of notes Amount of writing Reasons for writing Procedure of writing Company name are generated by receivable off off off related party 116 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report transactions Notes on the write-off of notes receivable 5. Accounts receivable (1) Classified disclosure of accounts receivable Unit: RMB Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Category Book value Book value Proportion of Proportion of Amount Proportion Amount Amount Proportion Amount provision provision Inc: Accounts receivable with 44,904,502 4,730,762. 40,173,74 43,553,323 3,178,481. 40,374,84 provision for 100.00% 10.54% 100.00% 7.30% .76 72 0.04 .54 27 2.27 bad debts in combination Inc: Combination 1,783,000. 1,693,850. 1 3.97% 89,150.00 5.00% 00 00 Combination 2,882,508. 2,731,437. 3,530,335. 3,353,350. 2 6.42% 151,071.37 5.24% 8.11% 176,985.38 5.01% 56 19 54 16 Combination 40,238,994 4,490,541. 35,748,45 40,022,988 3,001,495. 37,021,49 3 89.61% 11.16% 91.89% 7.50% .20 35 2.85 .00 89 2.11 Total 44,904,502 4,730,762. 40,173,74 43,553,323 3,178,481. 40,374,84 100.00% 100.00% .76 72 0.04 .54 27 2.27 Provision for bad debts according to combination: 4,730,762.72 Unit:RMB Closing balance Name Book balance Bad debt provision Proportion of provision Combination 1 1,783,000.00 89,150.00 5.00% Combination 2 2,882,508.56 151,071.37 5.24% Combination 3 40,238,994.20 4,490,541.35 11.16% Total 44,904,502.76 4,730,762.72 Description of the basis for determining the combination: Combination type Basis for determining the combination Combination 1 Receivables from affiliates 117 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Combination 2 Receivables from hotel service Combination 3 Other receivables For accounts receivable divided into combinations, the Company calculates the expected credit loss by comparing the aging of the accounts receivable with the expected credit loss ratio over the entire lifetime by referring to the historical credit loss experience, combined with the current situation and the forecast of the future economic situation. If the bad debt provision of notes receivable is calculated according to the general model of expected credit loss, please disclose the relevant information of bad debt provision with reference to the disclosure method of other receivables: □ Applicable Not Applicable Disclosure by account age Unit:RMB Ages Book balance Within 1 year (included) 14,903,686.51 1-2 years (included) 20,145,848.60 2 to 3 years 9,854,967.65 Total 44,904,502.76 (2) Provision, recovery and reversal for bad debts in current period Provision for bad debts in the current period: Unit:RMB Amount of change in the current period Category Opening balance Recovery or Closing balance Provision Write off Others reversal Provision for bad debts of accounts 3,178,481.27 1,552,281.45 4,730,762.72 receivable Total 3,178,481.27 1,552,281.45 4,730,762.72 Important provision, recovery and reversal for bad debts in current period: Unit:RMB Company name Amount recovered or reversed Recovery method (3) Accounts receivable actually written off in the current period Unit:RMB Item Write off amount Important write-off accounts receivable: Unit:RMB 118 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Whether the funds Nature of accounts Amount of writing Reasons for writing Procedures of are generated by Company name receivable off off writing off related party transactions Description of the write-off of accounts receivable: (4) Accounts receivable of top five closing balance collected by debtors Unit:RMB Closing balance of accounts Proportion in the total closing Closing balance of bad debt Company name receivable balance of accounts receivable reserves Yaxia Industrial Co. Ltd. 40,000,000.00 89.08% 4,478,245.14 Customer 1 1,783,000.00 3.97% 89,150.00 Customer 2 1,489,480.50 3.32% 79,627.53 Customer 3 384,793.00 0.86% 19,239.65 Customer 4 340,818.00 0.76% 17,040.90 Total 43,998,091.50 97.99% (5) Accounts receivable terminated due to transfer of financial assets None (6) Amount of assets and liabilities formed by transferring accounts receivable and continuing involvement None Other information: 6. Receivables financing Unit:RMB Item Closing balance Opening balance Changes in receivable financing and fair values in current period □ Applicable Not applicable If the provision for impairment of receivables financing is withdrawn according to the general model of expected credit loss, please refer to the disclosure method of other receivables to disclose the relevant information of impairment provision: □ Applicable Not applicable Other information: 7. Prepayments (1) Disclosure by account age Unit:RMB 119 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Closing balance Opening balance Account age Amount Proportion Amount Proportion Within 1 year 414,197.00 100.00% 1,438,350.00 100.00% Total 414,197.00 1,438,350.00 Reasons for not timely settling the important prepayments with an account age of more than one year: (2) Prepayment of top five closing balance collected by prepayment objects Unit:RMB Company name Nature of Closing balance Account age Proportion in total Provision for Payment amount of bad debts prepayment(%) Nanjing Eurasian Air Passengers Transport Air ticket Within 1 year Agency Co., Ltd. payment 394,855.00 95.33 Nanjing Tuniu International Travel Agency Air ticket Within 1 year Co., Ltd payment 19,342.00 4.67 Total 414,197.00 100.00 Other information: None 8. Other receivables Unit:RMB Item Closing balance Opening balance Other receivables 210,245,390.38 219,501,061.83 Total 210,245,390.38 219,501,061.83 (1) Interest receivable 1) Classification of interest receivable Unit:RMB Item Closing balance Opening balance 2) Important overdue interest Unit:RMB Whether there is Borrower Closing balance Overdue time Overdue reasons impairment and its judgment basis Other information 120 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 3)Provision for bad debts □ Applicable Not applicable (2) Dividends receivable 1) Classification of dividends receivable Unit:RMB Item (or Investee) Closing balance Opening balance 2) Important dividends receivable with an account age of over 1 year Unit:RMB Whether impairment has Item (or Investee) Closing balance Account age Reasons for non recovery occurred and the basis for judging 3)Provision for bad debts □ Applicable Not applicable Other information: None (3) Other receivables 1) Classification of other receivables by nature of payment Unit:RMB Nature of payment Closing book balance Opening book balance Deposits and guarantees 208,111,328.92 217,158,729.61 Reserve fund 274,070.00 265,275.00 Deferred expense and others 1,859,991.46 2,077,057.22 Total 210,245,390.38 219,501,061.83 2) Provision for bad debts Unit:RMB Stage 1 Stage 2 Stage 3 Expected credit loss in Provision for bad debts Expected credit loss in Total Expected credit loss in the whole duration (no the whole duration (credit the next 12 months credit impairment has impairment has occurred) occurred) Balance at Jan. 1st, 2022 6,860,155.97 6,860,155.97 Balance at Jan. 1st, 2022 in current period Provision in the current 6,441,965.76 6,441,965.76 period Balance at June 30th, 13,302,121.73 13,302,121.73 121 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2022 Changes in book balance of loss reserves with significant changes in current period □ Applicable Not applicable Disclosure by account age Unit:RMB Account age Closing balance Within 1 year (included) 31,430,482.75 1 to 2 years 156,009,826.30 2 to 3 years 14,137,263.78 More than 3 years 21,969,939.28 3 to 4 years 4,475,091.76 4 to 5 years 4,599,100.23 More than 5 years 12,895,747.29 Total 223,547,512.11 3) Provision, recovery and reversal for bad debts in current period Provision for bad debts in current period: Unit:RMB Amount of change in the current period Category Opening balance Recovery or Closing balance Provision Write-off Others reversal Provision for bad debts of other 6,860,155.97 6,441,965.76 13,302,121.73 receivables Total 6,860,155.97 6,441,965.76 13,302,121.73 The important amount of bad debt reserves recovered or reversed in the current period: Unit:RMB Name of company Amount of recovered or reversed Recovery method 4) Other receivables actually written off in the current period Unit:RMB Item Write-off amount Important write-off of other receivables: Unit:RMB Nature of other Whether the funds Company name Write-off amount Write-off reasons Write off procedures receivables are generated by 122 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report related party transactions Description of write-off of other receivables: None 5) Other receivables of top five closing balance collected by debtors Unit:RMB Proportion in total Closing balance of Name of company Nature of payment Closing balance Account age other closing balance bad debt provision receivables (%) Beijing Construction Deposits and Engineering Real 124,498,000.00 1 to 2 years 55.69% 12,449,800.00 guarantees Estate Co., Ltd Beijing Huaxia Shunxin Property Deposits and 25,000,000.00 1 to 2 years 11.18% Management Co., guarantees Ltd Hainan Jiahexin Deposits and 15,000,000.00 Within 1 year 6.71% Technology Co., Ltd guarantees Beijing Hanhua Deposits and Within 2years, more Century Technology 6,127,045.64 2.74% guarantees than 3 years Co., Ltd Shenyang Lijing Mingzhu Hotel Deposits and 5,675,200.00 More than 5 years 2.54% Management Co., guarantees Ltd. Total — 176,300,245.64 -- 78.86% 12,449,800.00 6) Receivables involving government subsidies Unit:RMB Name of government Account age at the end of Estimated time, amount Name of company Closing balance subsidy project the period and basis of collection 7) Other receivables terminated due to transfer of financial assets None 8) Amount of assets and liabilities formed by transferring other receivables and continuing involvement None Other information None 123 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 9. Inventories Whether the Company needs to comply with the disclosure requirements of the real estate industry 10. Contract assets Unit:RMB Closing balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment The amount and reasons for significant changes in the book value of contract assets in the current period: Unit:RMB Item Change in the amount Reasons for changes If the provision for bad debt of contract assets is withdrawn according to the general model of expected credit loss, please refer to the disclosure method of other receivables to disclose the relevant information of bad debt provision: □ Applicable Not applicable Provision for impairment of contract assets in the current period Unit:RMB Provision in the current Reversal in current Write-off in current Item Reasons period period period Other information: 11. Assets held for sale Unit:RMB Book balance at Provision for Book value at the Estimated Estimated Item the end of the Fair value impairment end of the period disposal costs disposal time period Other information: 12. Non-current assets due within one year Unit:RMB Item Closing balance Opening balance Important debt investment / Other debt investment Unit:RMB Closing balance Opening balance Credit item Real interest Real interest Par value Coupon rate Due date Par value Coupon rate Due date rate rate Other information: 124 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 13. Other current assets Unit:RMB Item Closing balance Opening balance Prepaid tax 11,912,505.86 13,869,795.74 Prepaid expenses 5,288,865.64 10,255,632.25 Pending payment 51,721.76 12,833,701.81 Total 17,253,093.26 36,959,129.80 Other information: None 14. Debt investment Unit:RMB Closing balance Opening balance Item Provision for Provision for Book balance Book value Book balance Book value impairment impairment Fixed-term 7,058,993.55 7,058,993.55 deposit Total 7,058,993.55 7,058,993.55 Important debt investment Unit:RMB Closing balance Opening balance Credit item Real interest Real interest Par value Coupon rate Due date Par value Coupon rate Due date rate rate Provision for impairment Unit:RMB Stage 1 Stage 2 Stage 3 Expected credit loss in Provision for bad debts Expected credit loss in the Total Expected credit loss in the whole duration (no whole duration (credit the next 12 months credit impairment has impairment has occurred) occurred) Balance at Jan. 1st, 2022 —— —— —— —— in current period Changes in book balance of loss reserves with significant changes in current period □ Applicable Not applicable Other information: 15. Other debt investments Unit:RMB 125 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Accumulated Changes in loss reserves Changes in Opening Accrued fair value in Closing recognized in Item Cost accumulated Remarks balance interest the current balance other fair value period comprehensiv e income Other important debt investment Unit:RMB Closing balance Opening balance Other credit item Real interest Real interest Par value Coupon rate Due date Par value Coupon rate Due date rate rate Provision for impairment Unit:RMB Stage 1 Stage 2 Stage 3 Expected credit loss in Provision for bad debts Expected credit loss in the the whole duration (no Expected credit loss in the Total whole duration (credit next 12 months credit impairment has impairment has occurred) occurred) Balance at Jan. 1st, 2022 —— —— —— —— in current period Changes in book balance of loss reserves with significant changes in current period □ Applicable Not applicable Other information: 16. Long-term receivables (1) Long-term receivables Unit:RMB Closing balance Opening balance Discount rate Item Provision for Book Provision for Book balance Book value Book value range bad debts balance bad debts Impairment of bad debt reserves Unit:RMB Stage 1 Stage 2 Stage 3 Expected credit loss in Provision for bad debts Expected credit loss in Total Expected credit loss in the whole duration (no the whole duration (credit the next 12 months credit impairment has impairment has occurred) occurred) Balance at Jan. 1st, 2022 —— —— —— —— 126 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report in current period Changes in book balance of loss reserves with significant changes in current period □ Applicable Not applicable (2) Long-term receivables terminated due to transfer of financial assets (3) Amount of assets and liabilities formed by transferring long-term receivables and continuing involvement Other information 17. Long term equity investment Unit:RMB Increase and decrease in the current period Closi Paym ng Other Investment ent of balan compr Opening gains and cash Provis Closing ce of Invest Invest Invest ehensi Other balance losses divide ion balance (book provis ee ment ment ve chang (book value) recognized nds or for Other value) ion increa reduc incom es in under the profit impair for sed ed e equity equity s ment impai adjust method declar rment ments ed 1. Joint ventures 2. Associated enterprises Beijin g Offcn Future Educa 46,850,364.4 -9,507,696.78 37,342,667.62 tion 0 Techn ology Co., Ltd. Subtot 46,850,364.4 -9,507,696.78 37,342,667.62 al 0 46,850,364.4 Total -9,507,696.78 37,342,667.62 0 Other information: None 18. Investment in other equity instruments Unit:RMB Item Closing balance Opening balance Shanghai Zuihuibao Network Technology 103,600,000.00 103,600,000.00 127 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Co., Ltd Anhui Ningguo Rural Commercial Bank 26,800,000.00 26,800,000.00 Co., Ltd Total 130,400,000.00 130,400,000.00 Disclosure of non tradable equity instrument investment in the current period Unit:RMB Reasons for fair Amount of other value Reasons for comprehensive measurement and transferring other Recognized Accumulated Accumulated Item income its change comprehensive dividend income profit losses transferred to included in other income into retained earnings comprehensive retained earnings income Shanghai Zuihuibao Plan for long term Network 17,600,000.00 holding Technology Co., Ltd Anhui Ningguo Plan for long term Rural Commercial 1,659,840.00 2,987,712.00 holding Bank Co., Ltd Total 1,659,840.00 20,587,712.00 Other information: None 19. Other non-current financial assets Unit:RMB Item Closing balance Opening balance Beijing Jinwu Venture Capital Center 30,260,000.00 30,260,000.00 (limited partnership) Total 30,260,000.00 30,260,000.00 Other information: None 20. Investment properties (1) Investment properties adopting cost measurement mode Applicable □ Not applicable Unit:RMB Item Premises and buildings Land-use rights Construction in progress Total I. Original book value 1. Opening balance 377,111,222.22 470,624,021.74 847,735,243.96 128 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2.Increase in current period (1) Outsourcing (2) Inventory/ Fixed assets/ Transfer in from construction in progress (3) Increase in business combination 3.Decrease in current period (1)Disposal (2)Other transfers 4.Closing balance 377,111,222.22 470,624,021.74 847,735,243.96 II. Accumulated depreciation and amortization 1. Opening balance 59,891,662.72 82,709,435.86 142,601,098.58 2. Increase in current 4,500,131.40 5,659,395.10 10,159,526.50 period (1) Provision or 4,500,131.40 5,659,395.10 10,159,526.50 amortization 3.Decrease in current period (1) Disposal (2) Other transfers 4. Closing balance 64,391,794.12 88,368,830.96 152,760,625.08 III. Provision for impairment 1. Opening balance 6,556,268.55 53,641,335.37 60,197,603.92 2. increase in current period (1) Provision 3. Decrease in current period (1)Disposal (2)Other transfers 4. Closing balance 6,556,268.55 53,641,335.37 60,197,603.92 129 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report IV. Book value 1. Book value at the end 306,163,159.55 328,613,855.41 634,777,014.96 of the period 2. Book value at the 310,663,290.95 334,273,250.51 644,936,541.46 beginning of the period (2)Investment properties adopting fair value measurement mode □ Applicable Not applicable (3)Investment properties without property right certificate Unit:RMB Reasons for not completing the property Item Book value rights certificate application Premises and buildings 261,648,583.55 In process Land-use right 5,072,535.69 In process Other information None 21. Fixed assets Unit: RMB Item Closing balance Opening balance Fixed assets 1,719,895,941.92 1,770,372,338.85 Total 1,719,895,941.92 1,770,372,338.85 (1) Fixed assets Unit: RMB Premises and Decoration of Transportation Electronic Item Office equipment Total buildings fixed assets facility equipment I. Original book value 1. Opening 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 balance 2. Increase in the 45,080.00 177,947.29 223,027.29 current period (1) Purchase 45,080.00 177,947.29 223,027.29 (2)Transfer from construction in progress 130 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (3) Increase in business combination 3. Decrease in the current period (1) Disposal or obsolescence 4. Closing balance 1,798,288,071.53 64,708,424.02 79,966,146.51 235,330,055.20 12,258,990.90 2,190,551,688.16 II. Accumulated depreciation 1. Opening 148,830,688.16 33,613,748.22 71,001,620.93 155,398,465.35 11,032,815.02 419,877,337.68 balance 2. Increase in the 27,976,499.39 4,918,193.58 1,047,142.36 16,653,785.27 103,803.62 50,699,424.22 current period (1) Accrual 27,976,499.39 4,918,193.58 1,047,142.36 16,653,785.27 103,803.62 50,699,424.22 3. Decrease in the current period (1) Disposal or obsolescence 4. Closing balance 176,807,187.55 38,531,941.80 72,048,763.29 172,052,250.62 11,136,618.64 470,576,761.90 III. Impairment provision 1. Opening 4,309.80 74,674.54 78,984.34 balance 2. Increase in the current period (1) Accrual 3. Decrease in the current period (1) Disposal or obsolescence 4. Closing balance 4,309.80 74,674.54 78,984.34 IV. Book value 1. Closing book 1,621,480,883.98 26,176,482.22 7,917,383.22 63,273,494.78 1,047,697.72 1,719,895,941.92 value 2. Opening book 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 value 131 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (2) Temporarily idle fixed assets Unit: RMB Accumulated Impairment Item Original book value Book value Note depreciation provision (3) Fixed assets leased out through operating lease Unit: RMB Item Closing book value (4) Fixed assets without property rights certificate Unit: RMB Reasons for not completing the property Item Book value rights certificate application Other information (5) Liquidation of fixed assets Unit: RMB Item Closing balance Opening balance Other information: 22. Construction in progress Unit: RMB Item Closing balance Opening balance Construction in progress 311,967,758.92 294,785,678.31 Total 311,967,758.92 294,785,678.31 (1) Construction in progress Unit: RMB Closing Balance Opening Balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Fushun Offcn 158,111,827.44 158,111,827.44 157,099,898.91 157,099,898.91 Building 132 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Rizhao Learning 79,895,497.96 79,895,497.96 63,725,345.88 63,725,345.88 City Bozhou Yaxia 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 311,967,758.92 311,967,758.92 294,785,678.31 294,785,678.31 (2) Changes of significant projects in construction in the current period Unit: RMB Proportio Includin n of Accumul Transferr g: accumula ative Current ed Other capitaliz Increase tive Project amount interest Opening fixed decrease Closing ation Capital Item Budget in the project progress of capitaliza balance assets in the balance amount sources period investme (%) interest tion rate in the period of nt in capitaliz (%) period current budget ation interest (%) Fushun 330,000, 157,099,8 1,011,92 158,111, Offcn 47.91% 47.91% Others 000.00 98.91 8.53 827.44 Building Rizhao 1,000,00 63,725,34 16,170,1 79,895,4 Learning 7.99% 7.99% Others 0,000.00 5.88 52.08 97.96 City 1,330,00 220,825,2 17,182,0 238,007, Total -- 0,000.00 44.79 80.61 325.40 (3) Accrual of impairment provision for construction in progress in the period Unit: RMB Item Accrual amount Reason Other information: (4) Engineering materials Unit: RMB 133 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Other information: 23. Productive biological assets (1) Productive biological assets measured by cost □ Applicable Not applicable (2) Productive biological assets measured by fair value □ Applicable Not applicable 24. Oil and gas assets □ Applicable Not applicable 25. Right-of-use assets Unit: RMB Item Houses and buildings Total I. Original book value 1. Opening balance 1,786,074,513.91 1,786,074,513.91 2. Increased amount in the current 138,074,856.29 138,074,856.29 period (1) New lease contracts 138,074,856.29 138,074,856.29 3. Decreased amount in the current 90,660,043.08 90,660,043.08 period (1) Decreased rent when lease expired 85,652,384.27 85,652,384.27 (2) Early expiration 5,007,658.81 5,007,658.81 4. Closing balance 1,833,489,327.12 1,833,489,327.12 II. Accumulated impairment 1. Opening balance 443,794,126.83 443,794,126.83 2.Increased amount in the current 263,779,532.46 263,779,532.46 period (1) Accrual 263,779,532.46 263,779,532.46 3. Decreased amount in the current 87,241,349.41 87,241,349.41 period 134 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (1) Disposal (1) Decreased rent when lease expired 85,652,384.27 85,652,384.27 (2) Early expiration 1,588,965.14 1,588,965.14 4. Closing balance 620,332,309.88 620,332,309.88 III. Impairment provision 1. Opening balance 2.Increased amount in the current period (1) Accrual 3.Decreased amount in the current period (1) Disposal 4.Closing balance IV. Book value 1. Closing book value 1,213,157,017.24 1,213,157,017.24 2. Opening book value 1,342,280,387.08 1,342,280,387.08 Other information: 26. Intangible assets (1) Intangible assets Unit: RMB Non-patent Item Land use right Patent right Software use right Trademark right Total technology I. Original book value 1. Opening 910,052,741.43 7,774,286.02 7,140,521.53 924,967,548.98 balance 2. Increase in the period (1)Purchase (2) Internal R&D (3) Increase from business combination 135 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 3. Decrease in the period (1) Disposal 4. Closing 910,052,741.43 7,774,286.02 7,140,521.53 924,967,548.98 balance II. Accumulated amortization 1. Opening 50,645,032.49 4,516,942.00 3,174,913.64 58,336,888.13 balance 2. Increase in the 13,002,271.35 346,818.68 362,027.54 13,711,117.57 period (1) Accrual 13,002,271.35 346,818.68 362,027.54 13,711,117.57 3. Decrease in the period (1) Disposal 4. Closing 63,647,303.84 4,863,760.68 3,536,941.18 72,048,005.70 balance III. Impairment provision 1. Opening 3,111.00 3,111.00 balance 2. Increase in the period (1) Accrual 3. Decrease in the period (1) Disposal 4. Closing 3,111.00 3,111.00 balance IV. Book value 1. Closing book 846,405,437.59 2,907,414.34 3,603,580.35 852,916,432.28 136 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report value 2. Opening book 859,407,708.94 3,254,233.02 3,965,607.89 866,627,549.85 value No intangible assets formed through internal research and development at period-end. (2) Land use rights without property rights certificate Unit: RMB Reasons for not completing property rights Item Book value certificate application Land-use rights 253,600,673.90 in process Other information: 27. Development expenditure Unit: RMB Increase in the period Decrease in the period Opening Internal Recognized Transferred to Closing Item balance development Others as intangible current profit balance expenditure assets and loss Total Other information: 28. Goodwill (1) Original book value of goodwill Unit: RMB Increase in the current Decrease in the current period period Name of the investee and Opening balance Formed by Closing balance item resulting in goodwill business others Disposal others combination Shandong Kunzhong Real 39,378,573.51 39,378,573.51 Estate Co., Ltd. Nanjing Huiyue Hotel 60,489,146.87 60,489,146.87 Management Co., Ltd. 137 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Total 99,867,720.38 99,867,720.38 (2) Goodwill impairment provision Unit: RMB Name of the Increase in the current period Decrease in the current period investee and item Opening balance Closing balance Accrual Disposal forming goodwill Total 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 which consists of long-term assets, goodwill and deferred tax liabilities. 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. The goodwill was divided into corresponding asset groups which consists of long-term assets, goodwill and deferred tax liabilities. The recoverable amount of the asset group is determined based on the net amount of the fair value minus the disposal expenses. Statement on the confirmation methods for the testing of goodwill impairment, key parameters (such as the growth rate in the forecast period when the present value of future cash flow is predicted, growth rate in the stable period, profit rate, discount rate, forecast period, etc.) and goodwill impairment loss: Impact of goodwill impairment test Other information 29. Long-term prepaid expenses Unit: RMB Increase in the Amortization for Other Item Opening balance Closing balance period the period reductions Decoration expenditure 369,131,058.86 574,526.66 48,905,197.74 320,800,387.78 Other 11,059,947.52 641,250.00 2,197,555.19 9,503,642.33 Total 380,191,006.38 1,215,776.66 51,102,752.93 330,304,030.11 Other information 138 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report None 30. Deferred income tax assets and Deferred income tax liabilities (1) Unoffset deferred income tax assets Unit: RMB Closing balance Opening balance Deductible Deductible Item Deferred tax Deferred tax temporary temporary assets assets differences differences Provision for impairment losses of assets 13,601,741.78 2,138,677.94 7,097,408.69 1,143,919.39 Deductible losses 3,709,826,925.36 556,474,038.80 2,816,982,346.58 422,547,351.99 Changes in fair value of held-for-trading 2,240,000.00 336,000.00 2,240,000.00 336,000.00 financial assets Total 3,725,668,667.14 558,948,716.74 2,826,319,755.27 424,027,271.38 (2) Unoffset deferred income tax liabilities Unit: RMB Closing balance Opening balance Taxable Deferred Taxable Item Deferred income temporary income tax temporary tax liabilities difference liabilities difference Appraisal and appreciation of consolidated assets of non-identical 350,001,229.56 87,500,307.40 355,061,963.00 88,765,490.76 controlled enterprises Changes in fair value of other equity 17,600,000.00 4,400,000.00 17,600,000.00 4,400,000.00 instrument investments Changes in fair value of financial assets 11,108.53 978.89 3,446,850.74 546,681.86 held for trading Total 367,612,338.09 91,901,286.29 376,108,813.74 93,712,172.62 (3) Deferred income tax assets or liabilities presented in net amount after offsetting Unit: RMB Item Mutual offset amount at Closing balance of Mutual offset amount at Opening balance of 139 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report the end deferred tax assets or the end deferred tax assets or of the reporting period liabilities after offset of the reporting period liabilities after offset Deferred income tax assets 558,948,716.74 424,027,271.38 Deferred income tax 91,901,286.29 93,712,172.62 liabilities (4) Unrecognized deferred income tax asset details Unit: RMB Item Closing balance Opening balance Deductible temporary difference 1,489,914.12 2,801,762.22 Deductible losses 255,486,666.32 261,754,607.89 Total 256,976,580.44 264,556,370.11 (5) The deductible losses of unrecognized deferred income tax assets will expire in the following years Unit: RMB Year Closing balance Opening balance Notes 2022 14,669,961.10 2023 11,480,964.23 11,480,964.23 2024 38,853,304.84 38,853,304.84 2025 57,109,818.13 57,109,818.13 2026 99,972,766.82 139,640,559.59 2027 48,069,812.30 Total 255,486,666.32 261,754,607.89 Other information 31. Other no-current assets Unit: RMB Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision 140 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Closing balance Opening balance Item Impairment Impairment Book balance Book value Book balance Book value provision provision Prepayment for Fixed 1,633,967,285.38 1,633,967,285.38 1,630,946,885.38 1,630,946,885.38 Assets Prepaid construction 8,455,158.00 8,455,158.00 8,455,158.00 8,455,158.00 payments Input tax to be deducted / to 3,070,484.08 3,070,484.08 11,962,352.40 11,962,352.40 be certified Investment funds 1,100,000.00 1,100,000.00 800,000.00 800,000.00 Total 1,646,592,927.46 1,646,592,927.46 1,652,164,395.78 1,652,164,395.78 Other information None 32. Short-term loan (1) Short-term loan classification Unit: RMB Item Closing balance Opening balance Credit loans 1,251,590,694.36 3,152,945,812.59 Total 1,251,590,694.36 3,152,945,812.59 Description of the classification of short-term loans: (2) Overdue short-term loans The total amount of overdue short-term loans at the end of the period is RMB 0.00 , among which the important overdue short-term loans are as follows. Unit: RMB Borrower Closing balance Borrowing rates Overdue time Overdue interest rates Other information 33. Transactional financial liabilities Unit: RMB Item Closing balance Opening balance Inc: 141 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Inc: Other information: 34. Derivative financial liabilities Unit: RMB Item Closing balance Opening balance Other information: 35. Notes payable Unit: RMB Category Closing balance Opening balance The amount of unpaid notes payable due by the end of current period is RMB 0.00. 36. Accounts payable (1) List of accounts payable Unit: RMB Item Closing balance Opening balance Fixed assets 83,112,000.00 83,112,000.00 Start class fees 81,391,416.20 109,756,452.70 Renovation costs 22,461,110.93 22,461,110.93 Project payments 16,785,864.64 51,080,172.01 Market promotion fees 6,065,625.00 15,623,180.88 Total 209,816,016.77 282,032,916.52 (2) Major accounts payable with account age over one year Unit: RMB Item Closing balance Causes for outstanding or carry-over Other information: 37. Receipts in advance (1) List of receipts in advance Unit: RMB 142 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Closing balance Opening balance (2) Major receipts in advance with account age over one year Unit: RMB Item Closing balance Causes for outstanding or carry-over Other information 38. Contract liabilities Unit: RMB Item Closing balance Opening balance Training fees received in advance 4,783,099,152.78 3,063,247,467.84 Other 37,031.58 473,822.44 Total 4,783,136,184.36 3,063,721,290.28 Amount and reasons for major changes in book value in the period Unit: RMB Item Changes in amount Reasons for changes 39. Payroll payable (1) List of employee salaries payable Unit: RMB Item Opening balance Increase Decrease Closing balance I. Short-term salary 406,180,615.62 1,972,815,550.30 2,113,391,974.14 265,604,191.78 II.Post-employment welfare- defined contribution plan 16,666,240.98 151,810,208.15 141,640,029.50 26,836,419.63 liability III. Dismissed welfare 40,000.00 1,226,916.30 1,266,916.30 Total 422,886,856.60 2,125,852,674.75 2,256,298,919.94 292,440,611.41 (2) Short-term salary list Unit: RMB Item Opening balance Increase Decrease Closing balance I. Wages or salaries, bonuses, 399,743,797.02 1,820,611,244.39 1,963,249,366.94 257,105,674.47 143 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Opening balance Increase Decrease Closing balance allowances and subsidies II. Staff welfare 2,035,356.30 2,035,356.30 III. Social security 5,769,694.98 90,592,964.49 90,869,861.96 5,492,797.51 contributions Inc: 1.Medical insurance 5,379,517.86 85,427,584.24 85,927,100.86 4,880,001.24 2. Work injury insurance 389,970.93 3,669,850.37 3,450,351.83 609,469.47 3. Maternity insurance 206.19 1,495,529.88 1,492,409.27 3,326.80 IV. Housing fund 666,882.00 59,526,635.30 57,187,797.50 3,005,719.80 V. Labor union expenditure and employee education 241.62 49,349.82 49,591.44 expenditure Total 406,180,615.62 1,972,815,550.30 2,113,391,974.14 265,604,191.78 (3) Set deposit plan listing Unit: RMB Item Opening balance Increase Decrease Closing balance I. Basic endowment insurance 16,059,305.75 146,691,321.96 136,795,417.22 25,955,210.49 II. Unemployment insurance 606,935.23 5,118,886.19 4,844,612.28 881,209.14 Total 16,666,240.98 151,810,208.15 141,640,029.50 26,836,419.63 Other information None 40. Taxes payable Unit: RMB Item Closing balance Opening balance Value-added tax 18,010,065.22 1,258,114.36 Corporate income tax 16,204.16 7,200,408.21 Withholding individual income tax 115,924.79 227,163.18 City maintenance and construction tax 1,267,029.73 84,830.67 Education surcharge 546,601.57 37,072.06 Land use tax 2,091,482.34 2,064,992.60 144 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Closing balance Opening balance Property tax 1,991,263.96 1,604,934.51 Other 407,030.66 89,236.25 Total 24,445,602.43 12,566,751.84 Other information None 41. Other payable Unit: RMB Item Closing balance Opening balance Other payable 95,703,431.68 129,043,599.22 Total 95,703,431.68 129,043,599.22 (1) Interest payable Unit: RMB Item Closing balance Opening balance Major overdue interest payable: Unit: RMB Borrower Amount outstanding Reason Other information: (2) Dividends payable Unit: RMB Item Closing balance Opening balance Other information including reasons for major dividends payable overdue for more than one year: (3) Other accounts payable 1) List of other payables by nature of payment Unit: RMB Item Closing balance Opening balance 145 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Closing balance Opening balance Equity transfer 61,283,300.00 61,283,300.00 Daily expenses 23,635,198.54 58,363,407.47 Social Security and Provident Fund 1,896,260.71 683,275.40 Advances and others 8,888,672.43 8,713,616.35 Total 95,703,431.68 129,043,599.22 2) Major other payables with account age over one year Unit: RMB Item Closing balance Causes for outstanding or carry-over Other information: 42. Held-for-sale liabilities Unit: RMB Item Closing balance Opening balance Other information: 43. Non-current liabilities due within one year Unit: RMB Item Closing balance Opening balance Lease liabilities due within one year 547,313,044.67 531,876,007.31 Total 547,313,044.67 531,876,007.31 Other information: 44. Other current liabilities Unit: RMB Item Closing balance Opening balance Value-added tax received in advance 143,495,196.47 91,925,853.39 Total 143,495,196.47 91,925,853.39 Changes in short-term bonds payable Unit: RMB Name of Par value Date of Bond Amount Opening Issuance Interest Premium Repay in Closing 146 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report bond issuance period of balance in the accrued at and the period balance issuance period par value discount amortizati on Total Other information: 45. Long-term borrowings (1) Category of long-term borrowings Unit: RMB Item Closing balance Opening balance Description of the classification of long-term loans: Other information, including interest rate ranges: 46. Bonds payable (1) Bonds payable Unit: RMB Item Closing balance Opening balance (2) Changes in bonds payable (Excluding other financial instruments such as preferred stocks or perpetual bonds that are classified as financial liabilities) Unit: RMB Amount Issuance Interest Premium and Name of Date of Bond Opening Repay in Closing Par value of in the accrued at discount bond issuance period balance the period balance issuance period par value amortization Total -- -- -- (3) Description of conversion conditions and conversion time of convertible corporate bonds (4) Description of other financial instruments classified as financial liabilities Information of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the 147 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report period Table of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period Unit: RMB Financial Opening Increase in the period Decrease in the period Closing instruments issued Amount Book value Amount Book value Amount Book value Amount Book value Explanation of the basis for classifying other financial instruments as financial liabilities Other information 47. Lease liabilities Unit: RMB Item Closing balance Opening balance Houses and buildings 524,208,664.69 635,691,184.87 Total 524,208,664.69 635,691,184.87 Other information 48. Long-term payable Unit: RMB Item Closing balance Opening balance (1) List of long-term payable by nature of payment Unit: RMB Item Closing balance Opening balance Other information (2) Special payable Unit: RMB Decrease in the Item Opening balance Increase in the period Closing balance Reason period Other information: 148 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 49. Long-term employee compensation payable (1) Long-term employee compensation payable Unit: RMB Item Closing balance Opening balance (2) Changes in defined benefit plans Present value of defined benefit plan obligations: Unit: RMB Item Amount in the current period Amount in the previous period Plan assets: Unit: RMB Item Amount in the current period Amount in the previous period Net liabilities of defined benefit plan (net assets) Unit: RMB Item Amount in the current period Amount in the previous period Description of the defined benefit plan’s contents, relevant risks and impact on the Company’s cash flow, time and uncertainty: Description of the analysis result of the define benefit plan’s significant actuarial assumptions and sensitivity: Other information: 50. Estimated liabilities Unit: RMB Item Closing balance Opening balance Reason Other information including relevant important assumptions and estimates of important projected liabilities: 51. Deferred income Unit: RMB Decrease in the Item Opening balance Increase in the period Closing balance Reason period Projects involving government subsidies Unit: RMB 149 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Amount Amount Related to Opening Increased included in Amount of Other Closing Item included in assets / balance subsidies non-operating cost reduction changes balance other income income income Other information: 52. Other non-current liabilities Unit: RMB Item Closing balance Opening balance Other information: 53. Share capital Unit: RMB Changes in the current period(+、-) Provident fund Item Opening balance Issue new Bonus Closing balance transfer to share other Total shares share capital Share 103,807,623.00 103,807,623.00 capital Other information 54. Other equity instruments (1) Information of other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period None (2) Changes for other financial instruments such as preferred stocks and perpetual bonds issued at the end of the period Unit: RMB Financial Opening Increase in the period Decrease in the period Closing instruments Amount Book value Amount Book value Amount Book value Amount Book value issued Changes of other equity instruments in the current period, explanations of the reasons for the changes, and the basis for related accounting treatments: Other information: 150 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 55. Capital reserve Unit: RMB 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 Other information, including changes in the period and reasons for the changes: 56. Treasury stock Unit: RMB Item Opening balance Increase in the period Decrease in the period Closing balance Other information, including changes in the period and reasons for the changes: 57. Other comprehensive income Unit: RMB Amount incurred in this period Less: Less: transferred to transferred to other other comprehensiv Pre-tax comprehensiv Less: Attributabl e income in Attributable Opening amoun e income in income e to the Closing Item the previous to minority balance t for the previous tax parent balance period and shareholders the period and expense company, transferred to , after tax year transferred to s after tax retained profit or loss earnings in in the current the current period period 1. Other comprehensiv e income not 13,200,000.0 13,200,000.0 reclassfied 0 0 into gains or losses Changes in the fair value of 13,200,000.0 13,200,000.0 other equity 0 0 instruments 151 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Amount incurred in this period Less: Less: transferred to transferred to other other comprehensiv Pre-tax comprehensiv Less: Attributabl e income in Attributable Opening amoun e income in income e to the Closing Item the previous to minority balance t for the previous tax parent balance period and shareholders the period and expense company, transferred to , after tax year transferred to s after tax retained profit or loss earnings in in the current the current period period Total other 13,200,000.0 13,200,000.0 comprehensiv 0 0 e income Other information: including the adjustment of the effective part of the cash flow hedge gains and losses converted into the initially confirmed amount of the hedged item: 58. Special reserve Unit: RMB Item Opening balance Increase Decrease Closing balance Other information including changes in the current period and the corresponding reasons: 59. Surplus reserve Unit: RMB 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 Information for surplus reserve, including the changes and the reasons in the current period: 60. Undistributed profit Unit: RMB Amount for the current Amount for the prior Item period period Undistributed profits at the end of previous year 501,330,081.70 2,870,839,120.70 152 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Amount for the current Amount for the prior Item period period Undistributed profits at the beginning of the year 501,330,081.70 2,870,839,120.70 Add: net profit attributable to owners of the Parent -890,931,710.33 -2,369,509,039.00 Company Undistributed profits at the end of period -389,601,628.63 501,330,081.70 Details for the adjustment of the retained earnings at the beginning of the period: 1) The retained earnings at the beginning of the period impacted by the retroactive adjustment of the ASBE (Accounting Standards for Business Enterprises) and its new regulations:RMB 0.00 . 2) The retained earnings at the beginning of the period impacted by the changes in accounting policies: RMB0.00 . 3) The retained earnings at the beginning of the period impacted by the major accounting error correction: RMB0.00 . 4) The retained earnings at the beginning of the period impacted by the change of combination scope under common control:RMB0.00 . 5) The retained earnings at the beginning of the period impacted by other adjustments:RMB0.00 . 61. Operating income and operating costs Unit: RMB Amount for the current period Amount for the prior period Item Operating income Operating costs Operating income Operating costs Core business 2,216,651,869.28 1,589,663,422.60 4,828,531,538.19 2,665,607,334.33 Other business 10,053,092.83 20,165,220.08 27,466,725.31 19,343,903.91 Total 2,226,704,962.11 1,609,828,642.68 4,855,998,263.50 2,684,951,238.24 Information about income: Unit: RMB Types of Contracts Section 1 Section 2 Total Information about the fulfillment of obligations: None Information about transaction price amortized in the rest of the obligation to be fulfilled: The income from the unfulfilled or uncompleted obligation with signed contracts at the end of the reporting period: RMB 0.00 . 153 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Other information 62. Taxes and surcharges Unit: RMB Item Amount for the current period Amount for the prior period City maintenance and construction tax 4,002,616.30 5,442,750.87 Education surcharge 2,849,598.95 3,893,418.07 Property tax 5,000,280.13 3,139,389.81 Land holding tax 4,188,848.40 1,754,176.99 Vehicle usage tax 78,531.98 90,412.50 Stamp tax 151,994.94 1,286,352.59 Other 124,017.73 211,050.16 Total 16,395,888.43 15,817,550.99 Other information 63. Sales expenses Unit: RMB Item Amount for the current period Amount for the prior period Employee's salary 518,526,442.34 692,182,853.04 Rent property and depreciation 107,675,061.20 107,794,443.67 amortization Marketing fee 44,876,180.22 96,439,119.67 Travel expenses 26,478,434.40 33,273,322.81 Other 4,209,908.57 46,282,733.64 Total 701,766,026.73 975,972,472.83 Other information 64. Management expenses Unit: RMB Item Amount for the current period Amount for the prior period Employee's salary 296,641,414.65 408,979,549.36 Rental property and depreciation 78,840,943.95 63,376,032.40 amortization 154 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Amount for the current period Amount for the prior period Office expenses 63,880,868.57 80,586,204.68 Travel expenses 16,460,248.02 24,934,914.17 Welfare fee 1,113,243.95 7,656,913.34 Other 15,135,919.53 22,361,198.85 Total 472,072,638.67 607,894,812.80 Other information 65. Research and development expenses Unit: RMB Item Amount for the current period Amount for the prior period Employee's salary 291,977,379.54 506,860,968.14 Travel expenses 5,443,455.92 11,235,148.92 Other 30,169,268.44 24,779,695.37 Total 327,590,103.90 542,875,812.43 Other information 66. Financial expenses Unit: RMB Item Amount for the current period Amount for the prior period Interest expenses 57,847,785.61 126,914,597.79 Less: Interest income 5,702,074.59 24,674,100.13 Service Charge 90,505,577.80 155,563,838.75 Total 142,651,288.82 257,804,336.41 Other information 67. Other income Unit: RMB Item Amount for the current period Amount for the prior period Stable subsidy 15,373,450.00 1,183,713.97 VAT exemption 6,597,067.60 62,069,714.49 Tax handling fee refund 5,170,874.49 98,186.92 Financial support 3,000,000.00 155 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Small financial support income 60,686.00 56,814.73 Rent subsidy income 109,500.00 Park support and subsidy 80,000.00 Total 30,202,078.09 63,597,930.11 68. Investment income Unit: RMB Item Amount for the current period Amount for the previous period Long-term equity investment income -9,507,696.78 under the equity method Dividend income from other equity instrument investments during the holding 1,659,840.00 1,327,872.00 period Interest income obtained from debt 5,879.99 31,184,646.29 investment during the holding period Investment income from financial product 5,611,244.87 28,910,968.77 Total -2,230,731.92 61,423,487.06 Other information: 69. Net exposure hedging income Unit: RMB Item Amount for the current period Amount for the previous period Other information: 70. Gains from changes in fair values Unit: RMB Sources of gains from changes in fair Amount for the current period Amount for the previous period values Transactional financial assets -3,435,742.21 9,068,865.15 Total -3,435,742.21 9,068,865.15 Other information: 71. Impairment losses of credit Unit: RMB Item Amount for the current period Amount for the previous period Loss on bad debts of other receivables -6,441,965.76 -355,501.83 Loss on bad debts of receivables -1,552,281.45 -1,093,651.92 Total -7,994,247.21 -1,449,153.75 156 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Other information: 72. Impairment losses of assets Unit: RMB Item Amount for the current period Amount for the previous period Other information: 73. Income from assets disposal Unit: RMB Sources of income from assets disposal Amount for the current period Amount for the previous period Right-of-use assets 58,877.23 Fixed assets -168,828.03 Total 58,877.23 -168,828.03 74. Non-operating income Unit: RMB Amount for the previous Amount included in current Item Amount for the current period period non-recurring gains and losses Others 37,698.84 Total 37,698.84 Government subsidy reckoned into current gains and losses: Unit: RMB Whether Amount for the subsidy Whether it Amount for Related to the Item Entity Purpose Type impacts the is special the current assets/ previous gain/loss of subsidy period income period the year Other information: 75. Non-operating expenses Unit: RMB Amount included in the Amount for the previous Item Amount for the current period current non-recurring gains or period losses Outward donation 100,000.46 100,001.18 100,000.46 Forfeiture and overdue fine 4,191,688.08 192,888.57 4,191,688.08 Expenses on compensations 80,699.65 50,900.00 80,699.65 Loss on disposal of fixed 5,264.50 assets Total 4,372,388.19 349,054.25 4,372,388.19 Other information: 157 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 76. Income tax expenses (1) Statement of income tax expenses Unit: RMB Item Amount for the current period Amount for the previous period Current income tax expense -3,704,622.95 167,187.30 Deferred income tax expense -136,732,331.69 -159,604.63 Total -140,436,954.64 7,582.67 (2) Adjustment process of accounting profit and income tax expense Unit: RMB Item Amount for the current period Total profit -1,031,371,781.33 Income tax expenses calculated at statutory/applicable tax rate(s) -154,705,767.20 Impact from different tax rates applicable to subsidiaries -1,736,724.12 Impact from adjustment of income tax of previous periods -1,396,336.08 Impact from non-taxable income -414,960.00 Impact from non-deductible cost, expense and loss 2,809,924.97 Impact from deductible temporary differences or deductible losses of deferred income tax assets unrecognized in the current 12,629,983.59 period Profit and loss attributable to joint ventures and associates 2,376,924.20 Expense of income tax -140,436,954.64 Other information: 77. Other comprehensive income For details, please refer to Note VII(57) “Other comprehensive income” of this report. 78. Cash flow statement items (1) Other cash received related to operating activities Unit: RMB Item Amount for the current period Amount for the previous period Deposits and guarantees 4,412,165.36 28,930,208.62 interest income 5,702,074.59 24,674,100.13 Other income and non-operating income 23,600,909.94 1,528,215.62 Reserve funds 9,474.40 67,210.12 Reimbursed expenses and others 1,380,773.98 11,835.47 Total 35,105,398.27 55,211,569.96 Information of cash received from other operating activities: 158 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (2) Other Cash paid related to operating activities Unit: RMB Item Amount for the current period Amount for the previous period Daily expenses 166,639,952.75 332,369,243.27 Service charges 124,426,309.89 117,563,838.75 Non-operating expenses 4,372,388.19 343,789.75 Deposits and guarantees 3,799,495.48 107,899,911.95 Reserve funds 18,269.40 372,060.12 Total 299,256,415.71 558,548,843.84 Information of cash paid from other operating activities: (3) Other cash received related to investment activities Unit: RMB Item Amount for the current period Amount for the previous period Information of cash received from other investment activities: (4) Other cash paid related to investment activities Unit: RMB Item Amount for the current period Amount for the previous period Information of cash paid for other investment activities: (5) Other cash received related to fundraising activities Unit: RMB Item Amount for the current period Amount for the previous period Description of other cash received related to financing activities: (6) Other cash paid related to fundraising activities Unit: RMB Item Amount for the current period Amount for the previous period Cash paid to repay principal and interest 245,945,251.57 392,129,451.92 on lease liability Total 245,945,251.57 392,129,451.92 Description of other cash paid related to financing activities: 79. Supplementary information on cash flow statement (1) Supplementary information on cash flow statement Unit: RMB Amount for the current Supplementary information Amount for the previous period period 1. Net profit adjusted to cash flow of operating 159 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report activities: Net profit -890,934,826.69 -97,164,597.74 Add: Provision for impairment of assets Expected credit loss 7,994,247.21 1,449,153.75 Depreciation of fixed assets, depletion of oil 60,858,950.72 53,128,042.71 and gas assets and productive biological assets Depreciation of right-of-use assets 263,779,532.46 223,626,364.59 Amortization of intangible assets 12,366,582.06 7,707,983.66 Amortization of long-term prepaid expenses 48,905,197.74 25,886,666.44 Losses on disposal of fixed assets, intangible assets and other long-term assets (gains are indicated -58,877.23 168,828.03 by “-”) Losses on write-off of fixed assets (gains are indicated by “-”) Losses on changes in fair values (gains are 3,435,742.21 -9,068,865.15 indicated by “-”) Financial expenses (income is indicated by 57,847,785.61 126,914,597.79 “-”) Losses from investments (gains are indicated 2,230,731.92 -61,423,487.06 by “-”) Decrease in deferred tax assets (decrease is -134,921,445.36 -234,848.92 indicated by “-”) Increase in deferred income tax liabilities -1,810,886.33 75,244.29 (decrease is indicated by “-”) Decrease in inventories (increase is indicated by “-”) Decrease in operating receivables (increase is 21,593,531.28 -142,759,060.10 indicated by “-”) Increase in operating payables (decrease is 1,581,696,145.72 -1,067,397,480.24 indicated by “-”) Others Net cash flow from operating activities 1,032,982,411.32 -939,091,457.95 Significant investment and financing activities that do not involve cash flow: Conversion of debt into capital Convertible bonds due within 1 year Fixed assets acquired under financing lease 3. Net changes in cash and cash equivalents: Closing balance of cash 1,125,192,888.93 3,560,210,085.18 Less: Opening balance of cash 1,969,806,009.56 5,950,036,489.12 Add: Closing balance of cash equivalents Less: Opening balance of cash equivalents Net increase of cash and cash equivalents -844,613,120.63 -2,389,826,403.94 160 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (2) Net cash paid for acquiring subsidiaries for the current period Unit: RMB Amount Inc: Inc: Inc: Other information: (3) Net cash acquired from disposal of subsidiaries in the current period Unit: RMB Amount Inc: Inc: Inc: Other information: (4) Composition of cash and cash equivalents Unit: RMB Item Closing balance Opening balance I. Cash 1,125,192,888.93 1,969,806,009.56 Including: Cash on hand 35,782.45 62,362.45 Cash on bank available for 1,010,899,528.84 1,755,585,321.54 payment at any time Other monetary funds available 114,257,577.64 214,158,325.57 for payment at any time III. Closing balance of cash and cash 1,125,192,888.93 1,969,806,009.56 equivalent Other information: 80. Notes on statement of changes in owners' equity Explanation of the adjustment of name of “other items” and the amount to the closing balance at the end of the previous year: 81. Assets with restricted ownership or rights of use Unit: RMB Item Closing book value Reason for restriction Monetary funds 13,200.00 guarantees Total 13,200.00 161 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Other information: 82. Monetary items denominated in foreign currency (1) Monetary items denominated in foreign currency Unit: RMB Closing balance of foreign Closing balance of RMB Item Exchange rate currency converted Other information: None (2) Descriptions for out-bound operational entity, including the disclosure of important out-bound entity ’ s principal place of business, recording currency and the basis of selection. Reasons should also be revealed if the recording currency changes. □ Applicable Not applicable 83. Hedging Disclosure of hedging items, related hedging tools and the qualitative and quantitative information on hedged risks according to hedge categories: None 84. Government subsidies (1) General information of Government subsidies Unit: RMB Amount included in current Types Amount Listed items gains and losses Subsidy for job security/Work-for-training/ 15,373,450.00 Other income 15,373,450.00 Subsidies for training and employment Fund for financial support 3,000,000.00 Other income 3,000,000.00 Small financial support 60,686.00 Other income 60,686.00 income from the government Total 18,434,136.00 18,434,136.00 (2) Refund of government subsidies □ Applicable Not applicable Other information: 162 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 85. Others None Section VIII. Changes in the Consolidation Scope 1. Business combination not under common control (1) Business combination not under common control for the current period Unit: RMB Income of Net profit the of the Basis of acquiree acquiree Name of Time of Cost of Proportion Ways of Date of determining from the from the the acquiring acquiring of equity acquiring acquisition the date of purchase purchase acquiree equity equity acquisition equity acquisition date to the date to the end of the end of the period period Other information: (2) Merger costs and goodwill Unit: RMB Merger costs --Cash --Fair value of non-cash assets --Fair value of debt issued or assumed --Fair value of equity securities issued --Fair value of contingent consideration --Fair value of the equity held before the purchase date on the purchase date --Others Total Consolidation Costs Less: Acquired share of fair value of identifiable net assets Amount of goodwill/combination cost less than the fair value share of identifiable net assets acquired Description of the method of determining the fair value of the combination cost, the contingent consideration and its changes: The main reasons for the formation of large amount of goodwill: Other information: 163 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (3) The identifiable assets and liabilities of the acquiree at the date of acquisition Unit: RMB Fair value at the date of acquisition Book value of the date of acquisition Method of determining the fair value of identifiable assets and liabilities: None The contingent liabilities of the acquiree assumed in the business combination: None Other information: None (4) Gains or losses arising from re-measurement of equity held before the purchase date at fair value Whether there is a transaction that realizes business combination step by step through multiple transactions and obtains control during the reporting period □ Yes No (5) Relevant descriptions about the failure of determining the merger consideration or the fair value of the identifiable assets and liabilities of the acquiree on the date of acquisition or at the end of the merger period (6) Other information 2. Business combination under common control (1) Business combination under common control for the current period Unit: RMB Income of Net profit of the merged the merged party from party from Income of Net profit Equity ratio Basis for Basis of the the the of the obtained in business Date of Name of determinin beginning beginning merged merged the combinatio business the merged g the of party party business n under combinatio of the party combinatio combinatio during the during the combinatio common n combination n date n period to compariso comparison n control period to the the n period period combinatio combination n date date Other information: 164 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (2) Merger costs Unit: RMB Merger costs Descriptions for the contingent consideration and its changes: None Other information: None (3) Book value of assets and liabilities of the merged party on the combination date Unit: RMB Combination date End of the previous period Contingent liabilities of the merged party assumed in the business combination: None Other information: None 3. Reverse purchase Basic information of the transaction, the basis for recognizing the transaction as reverse purchase, whether the assets and liabilities retained by the listed company constitute a business and its basis, the determination of the merger cost, the amount of equity adjusted and its calculation method when treated as equity transactions: 4. Disposal of subsidiaries Whether there is a situation where a single disposal of the investment in the subsidiary results in the loss of control □ Yes No Whether there is a situation where the investment in the subsidiary disposed step by step through multiple transactions results in the loss of control in the current period □ Yes No 5. Changes in the scope of consolidation due to other reasons Explanation of the changes in the scope of consolidation caused by other reasons (for example, newly established subsidiaries, liquidation of subsidiaries) and the relevant circumstances: Name of subsidiaries Shareholding ratio(%) Reasons for changes 1. Sichuan Offcn Luming Culture Media Co., Ltd. 100.00 New establishment 165 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2. Tianjin Jinnan Offcn Lexue Training School Co., Ltd. 100.00 New establishment 6. Others None Section IX. Interest in other entities 1. Interest in subsidiaries (1) Composition of the Company Name of Principal place Place of Nature of Shareholding ratio Acquisition subsidiaries of business registration business Direct Indirect method Service Reverse 1. Offcn Ltd. Beijing Beijing 100.00% Industry purchase 2. Wuhu Yawei Automobile Merchandise New Wuhu Wuhu 100.00% Sales Service sales, etc. establishment Co., Ltd 3. Ningguo Yaxia Automobile Service New Ningguo Ningguo 100.00% Driver Training Industry establishment School (Co., Ltd.) 4. Huangshan Yaxia Fudi Merchandise New Automobile Huangshan Huangshan 100.00% sales, etc. establishment Sales Services Co., Ltd. 5. Chaohu Yaxia Kaixuan Merchandise New Automobile Hefei Hefei 100.00% sales, etc. establishment Sales Services Co., Ltd. 6. Bozhou Yaxia Automobile Service New Bozhou Bozhou 100.00% Driver Training Industry establishment School Co., Ltd. 7. Suzhou Bokai Merchandise Automobile Suzhou Suzhou 100.00% Acquisition sales, etc. Sales Services Co., Ltd. 8. Shaanxi Offcn Service New Education Xi’an Xi’an 100.00% Industry establishment Technology Co. Ltd. 166 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 9. Chengdu Offcn Future Service New Education Chengdu Chengdu 100.00% Industry establishment Training School Co. Ltd. 10. Lu’an Yazhong Real Estate Lu’an Lu’an Real estate 100.00% Acquisition Information Consulting Co., Ltd. 11. Lu’an Zhongke Real Estate Lu’an Lu’an Real estate 100.00% Acquistion Information Consulting Co., Ltd. 12. Sichuan Culture, sports Offcn Luming New Chengdu Chengdu and 100.00% Culture Media establishment entertainment Co., Ltd. 13. Zhejiang Offcn Service New Education Hangzhou Hangzhou 100.00% Industry establishment Technology Co. Ltd. 14. Taizhou Offcn Future Enterprise Service New Taizhou Taizhou 100.00% Management Industry establishment Consulting Co., Ltd. 15. Wenling Offcn Service New Information Wenling Wenling 100.00% Industry establishment Consulting Co., Ltd. 16. Beijing Offcn Xinzhiyu Service New Online Beijing Beijing 100.00% Industry establishment Technology Co., Ltd. 17.Hulun Buir Hailar Offcn Education Service New Hulun Buir Hulun Buir 100.00% Information Industry establishment Consulting Co., Ltd. 18. Xilinhot Offcn Future Education Service New Xilinhot Xilinhot 100.00% Consulting Co., Industry establishment Ltd. 19. Yueqing Service New Lecheng Offcn Yueqing Yueqing 100.00% Industry establishment Training Center 167 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Co., Ltd. 20. Jiaozuo Offcn Future Service New Education Jiaozuo Jiaozuo 100.00% Industry establishment Service Co., Ltd. 21. Xinzheng Offcn Cultural Service New Zhengzhou Zhengzhou 100.00% Communication Industry establishment Co., Ltd. 22. Chongqing Jiangbei Offcn Vocational Service New Chongqing Chongqing 100.00% Examination Industry establishment Training Co., Ltd. 23. Nanning Offcn Future Service New Education Nanning Nanning 100.00% Industry establishment Consulting Co., Ltd. 24. Baiyin Offcn Future Service New Education Baiyin Baiyin 100.00% Industry establishment Consulting Co., Ltd. 25. Beijing Xindezhiyuan Enterprise Service New Beijing Beijing 100.00% Management Industry establishment Consulting Co., Ltd. 26. Nanjing Huiyue Hotel Service Nanjing Nanjing 100.00% Acquistion Management Industry Co., Ltd. 27. Shandong Service Kunzhong Real Jinan Jinan 100.00% Acquistion Industry Estate Co., Ltd. 28. Sanmenxia Offcn Cultural Service New Sanmenxia Sanmenxia 100.00% Communication Industry establishment Co., Ltd. 29. Liaoning Offcn Academic & Service New Shenyang Shenyang 100.00% Cultural Industry establishment Exchange Co., Ltd. 30.Liaoning Offcn Shenfu new Shenfu new Service New Education 100.00% district district Industry establishment Technology Co., Ltd. 31.Shandong Service New Offcn Qingdao Qingdao 100.00% Industry establishment Education 168 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Technology Co., Ltd. 32.Jilin Changyi Offcn Service New Education Jilin Jilin 100.00% Industry establishment Training School Co., Ltd. 33.Yuxi Offcn Service New Training School Yuxi Yuxi 100.00% Industry establishment Co., Ltd. 34.Tonghua Offcn Training Service New Tonghua Tonghua 100.00% School Co., Industry establishment Ltd. 35.Hunan Lighsalt Offcn Service New Education Changsha Changsha 90.00% Industry establishment Technology Co., Ltd. 36.Tianjin Hexi Offcn Training Service New Tianjin Tianjin 100.00% School Co., Industry establishment Ltd. 37. Chengdu Offcn Service New Education Chengdu Chengdu 100.00% Industry establishment Training School Co., Ltd. 38. Shandong Zhuoda Service New Business Rizhao Rizhao 100.00% Industry establishment Management Co., Ltd. 39. Liaoning Zhongcheng Shenfu new Shenfu new Real Estate Real estate 100.00% Acquisition district district Development Co., Ltd. 40. Wuhu Offcn Service New Training School Wuhu Wuhu 100.00% Industry establishment Co. Ltd 41. Wuhan Guoshang Human Service New Wuhan Wuhan 100.00% Resource Industry establishment Service Co., Ltd. 42. Jinan Zhangqiu Offcn Service New Jinan Jinan 100.00% Training School Industry establishment Co. Ltd. 43. Mengzi Service New Offcn Mengzi Mengzi 100.00% Industry establishment Education 169 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Training Co. Ltd. 44. Beijing Offcn Service New Technology Beijing Beijing 100.00% Industry establishment Development Co. Ltd 45. Shanghai Offcn Service New Education Shanghai Shanghai 100.00% Industry establishment Technology Co. Ltd. 46. Guangzhou Offcn Smart Service New Education Guangzhou Guangzhou 100.00% Industry establishment Technology Co. Ltd. 47. Pingshan Offcn Service New Education Shijiangzhuang Shijiangzhuang 100.00% Industry establishment Technology Co. Ltd. 48. Shandong Offcn Service New Education Jinan Jinan 100.00% Industry establishment Training School Co. Ltd. 49. Lanzhou Offcn Service New Education Lanzhou Lanzhou 100.00% Industry establishment Training School Co. Ltd. 50. Anshan Tiedong Offcn Service New Education Anshan Anshan 100.00% Industry establishment Training School Co.,Ltd. 51. Diqing Offcn Training Diqing Diqing Service New 100.00% School Co., Prefecture Prefecture Industry establishment Ltd. 52. Dali Offcn Education Service New Dali Dali 100.00% Training School Industry establishment Co., Ltd. 53. Harbin Nangang Offcn Service New Education Harbin Harbin 100.00% Industry establishment Training School Co., Ltd. 54. Nujiang Offcn Training Nujiang Nujiang Service New 100.00% School Co., prefecture prefecture Industry establishment Ltd. 55. Weixi Offcn Service New Education Weixi County Weixi County Industry 100.00% establishment Training School 170 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Co., Ltd. 56.Beijing Offcn Century Service New Education Beijing Beijing 100.00% Industry establishment Technology Co., Ltd 57. Tianjin Jinnan Offcn Service New LexueTraining Tianjin Tianjin 100.00% Industry establishment School Co., Ltd. Explanation of the differences between the percentage of shares held in the subsidiary and the voting rights ratio: Basis for the case of holding half or less of the voting rights but still controlling the investee, or holding more than half of the voting rights but not controlling the investee: Basis for the important structured entities included in the scope of consolidation: Basis for determining whether the Company is an agent or a principal: Other information: (2) Major non-wholly owned subsidiary Unit: RMB Profit and loss Dividends declared to The balance of minority Minority Shareholding attributable to minority Name of the subsidiary minority shareholders in shareholders’ equity at Ratio shareholders in the the current period the end of the period current period Explanation for the differences between the percentage of the minority shareholders’ shareholding and the voting rights percentage: Other information (3) Major financial information of important non-wholly owned subsidiaries Unit: RMB Name of Closing balance Opening Balance the Non-curr Total Non-curr Total Current Non-curr Total Current Current Non-curr Total Current subsidiar ent Liabilitie ent Liabilitie assets ent assets assets liabilities assets ent assets assets liabilities y liabilities s liabilities s Unit: RMB Name of the Amount for the current period Amount for the previous period subsidiary Operating Net profit Total Cash flow Operating Net profit Total Cash flow 171 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report income comprehensiv from income comprehensiv from e income operating e income operating activities activities Other information: (4) Significant restrictions on the use of corporate group assets and the settlement of corporate group debts (5) Financial support or other support provided to structured entities included in the scope of consolidated financial statements Other information: 2. Changes in the ownership share of the subsidiary and still controlling the subsidiary’s transactions (1) Explanation of changes in the ownership share of subsidiaries None (2) Impact of the transaction on the equity of minority shareholders and the equity attributable to the parent company None Other information: None 3. Interests in joint arrangements or joint ventures (1) Significant joint ventures and associates Shareholding ratio Accounting Name of joint treatment of The principal The place of ventures and Business nature investment in place of business registration Direct Indirect associates joint ventures or associates Explanation of the differences between the shareholding ratio in a joint venture or an associate and that of the voting rights ratio: Basis for the case of holding less than 20% of the voting rights but having significant influence, or holding 20% or more of the voting rights but not having significant influence: 172 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (2) Main financial information of important joint ventures Unit: RMB Closing balance / Amount for the current Opening Balance/ Amount for the previous period period Other information (3) Main financial information of important associates Unit: RMB Closing balance / Amount for the current Opening Balance/ Amount for the previous period period Other information (4) Financial information of unimportant joint ventures and associates Unit: RMB Closing balance / Amount for the current Opening Balance/ Amount for the previous period period Joint ventures: Total of the following items calculated by shareholding ratio Associates: Total book value of investments 37,342,667.62 46,850,364.40 Total of the following items calculated by shareholding ratio --Net profit -9,507,696.78 Other information (5) Explanation of significant restrictions on the ability of joint ventures or associates to transfer funds to the Company (6) Excess losses incurred by joint ventures or associates Unit: RMB Unrecognized loss in the current Name of joint ventures or Unrecognized loss accumulated Accumulated unrecognized loss period (or net profit shared in the associates in the previous period at the end of the period current period) Other information 173 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (7) Unconfirmed commitments related to joint venture investment (8) Contingent liabilities related to investment in joint ventures or associates 4. Important joint business Name of joint The principal place The place of Shareholding ratio/shares Business nature business of business registration Direct Indirect Explanation of the differences of the shareholding ratio or the shares enjoyed in the joint operation from that of the voting rights: Basis for classification as a joint operation if the joint operation is a separate entity: Other information: 5. Equity in structured entities not included in the scope of consolidated financial statements Explanation of structured entities not included in the scope of consolidated financial statements: 6. Others Section X. Risks associated with financial instruments The Company’s main financial instruments include monetary funds, transactional financial assets, accounts receivable, other receivables, debt investments, other equity investment, and other non-current financial assets, etc. The risks associated with these financial instruments and the risk management policies adopted by the Company to reduce these risks are described below. The Company ’ s management manages and monitors these risk exposures to ensure that the risks are confined to a defined range. Risk management objectives and policies: The Company’s risk management is to strike a 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 supervise and confine various risks to a certain range. The main risks caused by the Company’s financial instruments are credit risk, liquidity risk and market risk. 1. Classification of financial instruments 1.1 Book value of various financial assets on the balance sheet date (1) June 30, 2022 Unit: RMB Financial assets measured at Financial assets measured at Financial assets Item Total amortized cost fair value and with variation measured at fair value 174 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report reckoned into current and with variation gains/losses reckoned into other comprehensive income Monetary funds 1,125,206,088.93 1,125,206,088.93 Transactional financial assets 2,174,249.66 2,174,249.66 Accounts receivable 40,173,740.04 40,173,740.04 Other receivables 210,245,390.38 210,245,390.38 Other current assets 51,721.76 51,721.76 Investment in other equity 130,400,000.00 130,400,000.00 instruments Other non-current financial 30,260,000.00 30,260,000.00 assets (2) December 31,2021 Unit: RMB Financial assets Financial assets measured at fair value measured at fair value Financial assets measured at Item and with variation and with variation Total amortized cost reckoned into current reckoned into other gains/losses comprehensive income Monetary funds 1,970,361,272.64 1,970,361,272.64 Transactional financial assets 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 Investment in other equity 130,400,000.00 130,400,000.00 instruments Other non-current financial 30,260,000.00 30,260,000.00 assets 1.2 Book value of various financial liabilities on the balance sheet date (1) June 30, 2022 Unit: RMB Item Financial liabilities measured at fair value and Other financial liabilities Total 175 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report with variation reckoned into current gains/losses Short-term borrowings 1,251,590,694.36 1,251,590,694.36 Accounts payable 209,816,016.77 209,816,016.77 Other payables 95,703,431.68 95,703,431.68 Non-current liabilities due within 547,313,044.67 547,313,044.67 one year lease liability 524,208,664.69 524,208,664.69 (2) December 31,2021 Unit: RMB Financial liabilities measured at fair value and Item with variation reckoned into current Other financial liabilities Total gains/losses Short-term borrowings 3,152,945,812.59 3,152,945,812.59 Accounts payable 282,032,916.52 282,032,916.52 Other payables 129,043,599.22 129,043,599.22 Non-current liabilities due within 531,876,007.31 531,876,007.31 one year lease liability 635,691,184.87 635,691,184.87 2. Credit risk The financial assets of the Company include monetary funds, transactional financial assets, accounts receivable, other receivables, etc. The credit risk of these financial assets is caused by the default of the counterparty. The maximum risk exposure is equal to the book amount of these instruments, including: The Company’s working capital is deposited in banks with high credit rating, so the credit risk of working capital is low. The biggest credit risk to the Company is the book value of accounts receivable and other receivables in the consolidated balance sheet. The Company continuously monitors the balance of accounts receivable and other receivables to ensure that the overall credit risk of the Company is under control. The quantitative data of the Company’s credit risk exposure arising from accounts receivable and other receivables can be found in Note VII (5) “Accounts receivable “ and Note VII (8) “Other receivables”. 3. Liquidity risk The Company adopts the revolving liquidity plan tool to manage the risk of capital shortage. The facility considers both the maturity date of its financial instruments and the expected cash flow generated by the company’ 176 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report s operations. The goal of the Company is to maintain the balance between the sustainability and flexibility of financing through a variety of financing instruments, including bank loans and other interest-bearing loans. When managing liquidity risks, the Company shall maintain sufficient cash and cash equivalents as deemed by the management and monitor them to meet the Company’s operational needs and reduce the impact of cash flow fluctuations. The managements monitor the use of bank loans and ensure compliance with loan agreements. Maturity analysis of financial liabilities based on undiscounted contract cash flow: Unit: RMB Item June 30, 2022 Within 1 year 1-5 years Over 5 years Total Short-term borrowings 1,251,590,694.36 1,251,590,694.36 Accounts payable 209,816,016.77 209,816,016.77 Other payables 95,703,431.68 95,703,431.68 Non-current liabilities due 564,480,165.66 564,480,165.66 within one year lease liability 542,119,766.21 10,793,617.00 552,913,383.21 Continued table: Item December 31, 2021 Within 1 year 1-5 years Over 5 years Total Short-term borrowings 3,152,945,812.59 3,152,945,812.59 Accounts payable 282,032,916.52 282,032,916.52 Other payables 129,043,599.22 129,043,599.22 Non-current liabilities due 550,685,331.89 550,685,331.89 within one year lease liability 650,123,884.68 22,037,457.51 672,161,342.19 4. Market risk Market risk refers to the risk that the fair value of financial instruments or future cash flow fluctuates due to changes in market prices, including interest rate risk and foreign currency risk. 4.1. Interest rate risk None 4.2. Exchange rate risk 177 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report None Section XI. Fair value disclosure 1. The financial assets and financial liabilities measured at fair value at the end of the reporting period Unit: RMB Closing fair value Item Level 1 Level 2 Level 3 Total I. Continuous fair value -- measurement 1. Transactional financial asset 2,174,249.66 30,260,000.00 32,434,249.66 (1) Financial asset at fair value 2,174,249.66 30,260,000.00 32,434,249.66 through profit or loss ① Debt instruments 2,174,249.66 30,260,000.00 32,434,249.66 3. Other equity instruments 130,400,000.00 130,400,000.00 Total assets measured continuously 2,174,249.66 160,660,000.00 162,834,249.66 at fair value II. Non-continuous fair value -- measurement 2. The basis for determining the market price of sustainable and non-sustainable fair value measurement items at the first level None. 3. Information on the valuation technique and qualitative and quantitative for important parameters adopted as for sustainable and non-sustainable second-level fair value measurement items The Company ’ s sustainable second-level fair value measurement items are mainly financial products. The fair value is determined by the discounted cash flow method and the expected rate of return. 4. Information on the valuation technique and qualitative and quantitative for important parameters adopted as for sustainable and non-sustainable third-level fair value measurement items The Company’s sustainable third-level fair value measurement items are mainly non-tradable equity instruments investment and debt instruments investment. The fair value is determined by market method and liquidity discount. 178 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 5. Adjustment information between opening and closing book value and sensitivity analysis of unobservable parameters as for third-level fair value measurement items None. 6. Reasons for the conversion between different levels during the current period and the policy to determine the time point of the conversion as for continuous fair value measurement items None. 7. Valuation technical changes occurred during the period and the reasons for the changes None. 8. The fair value of financial assets and financial liabilities not measured at fair value None. 9. Others None. Section XII. Related party and related transactions 1. Parent company of the Company The parent Proportion of Name of the Parent Place of company’s voting rights of the Nature of business Registered capital Company registration shareholding ratio parent company to in the Company the Company Explanation of the parent company of the Company The Company is ultimately controlled by Li Yongxin and Lu Zhongfang. Other explanation: The Company is ultimately controlled by Li Yongxin and Lu Zhongfang. As of June 30, 2022, the combined shareholding of Li Yongxin and Lu Zhongfang accounted for 61.01% of the Company’s share capital. 2. Subsidiaries of the Company For details of the subsidiaries of the Company, see Note IX (1) “Interest in subsidiaries”. 179 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 3. Joint ventures and associates of the Company The important joint ventures or associates of the Company are detailed in the notes IX (3) “Interests in joint arrangements or joint ventures”. The information of other joint ventures or associates that have related party transactions with the Company in the current period or that have related party transactions with the Company in the previous period to form a balance is as follows: Name of joint ventures or associates Relationship with the Company Beijing Offcn Future Education Technology Co., Ltd. Associates Other information: 4. Other related parties of the Company Name of other related parties Relationship between other related parties and the Company Li Yongxin Actual controller Beijing Qianqiu Intelligence Book & Media Co., Ltd. Same ultimate controller Zhanjiang Xiashan Offcn Training Centre Same ultimate controller Baoding Lianchi Offcn Training School Same ultimate controller Cangzhou Yunhe Offcn Training School Same ultimate controller Chengdu Wuhou Offcn Training School Same ultimate controller Handan Congtai Offcn Training School Same ultimate controller Heihe Aihui Offcn Training Centre Same ultimate controller Kiamusze Offcn Training School Same ultimate controller Leshan Shizhong Offcn Training School Same ultimate controller Mudan Offcn Training School Same ultimate controller Shaoyang Shuangqing Offcn Training School Same ultimate controller Tangshan Lunan Offcn Training School Same ultimate controller Urumchi Saybagh Offcn Training Centre Same ultimate controller Shenyang LijingMingzhu Hotel Management Co., Ltd. A company controlled by the directors of the Company Beijing Taifu Hotel Management Co., Ltd. A company controlled by the directors of the Company Beijing Chuangsheng Construction Decoration Engineering A company controlled by the directors of the Company Co., Ltd. Shanghai Beiding Network Technology Co., Ltd. A company controlled by the directors of the Company Ji'an Jingkai Lixiangxue Financial Information Service Co., A company controlled by the directors of the Company Ltd. Shaanxi Guancheng Industrial Co., Ltd. A company controlled by the directors of the Company The Company’s director/ senior manager/ shareholder who Wang Zhendong directly hold more than 5% (including 5%) of the Company’s shares Shi Lei Director of the Company 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: February 1, 2019 Wang Qiang to January 28, 2022) Independent director of the Company(Term: February 1, 2019 Tong Yan to January 28, 2022) 180 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 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: February 1, 2019 to Wang Xuejun January 28, 2022) Other information: 5. Related-party transactions (1) Related transactions in the purchase and sale of goods, and provision and receipt of labor services Table of the procurement of goods/ acceptance of labor services Unit: RMB Whether it exceeds Content of related Amount for the Transaction Amount for the Related parties the transaction party transaction current period amount granted previous period limit (Y/N) Zhanjiang Xiashan Joint school Offcn Training 160,000.00 N 140,000.00 running Centre Baoding Lianchi Joint school Offcn Training 70,000.00 N 50,000.00 running School Handan Contai Joint school Offcn Training 55,000.00 N 50,000.00 running School Leshan Shizhong Joint school Offcn Training 45,000.00 N 40,000.00 running School Tangshan Lunan Joint school Offcn Training 40,000.00 N 50,000.00 running School Cangzhou Yunhe Joint school Offcn Training 30,000.00 N 50,000.00 running School Mudan Offcn Joint school 24,500.00 N 27,500.00 Training School running Kiamusze Offcn Joint school 21,500.00 N 30,000.00 Training School running Heihe Aihui Offcn Joint school 9,000.00 N 31,500.00 Training Centre running Chengdu Wuhou Joint school Offcn Training 0.00 N 50,000.00 running School Urumchi Saybagh Joint school Offcn Training 0.00 N 143,500.00 running Centre Shaoyang Joint school Shuangqing Offcn 0.00 N 60,000.00 running Training School Ji'an Jingkai Service charge 53,826,973.44 78,000,000.00 N 104,824,220.00 181 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Lixiangxue Financial Information Service Co., Ltd. Shanghai Beiding Network Service charge 0.00 N 1,320,000.00 Technology Co., Ltd. Beijing Taifu Accommodation Hotel Management and catering 0.00 N 11,802,340.00 Co., Ltd. services Sales of goods/ Table of provision of services Unit: RMB Content of related party Amount for the Amount for the previous Related parties transaction current period period Beijing Qianqiu Intelligence Book & Media Co., Ltd. Exhibition services 1,682,075.47 1,435,849.06 Explanations for the procurement and sales of goods and rendering and receiving service: None (2) Related fiduciary management / contracting and entrusted management / outsourcing The table of the Company’s fiduciary management / contracting: Unit: RMB The pricing Recognized Name of basis of custody custody income Name of trustee Termination entruster Type Start date income / / contracting / contractor Date /outsourcer contracting income for the income current period 33 private All reasonable October 19, Li Yongxin Offcn Ltd. non-enterprise returns on the 0.00 2018 schools entrusted assets Total 0.00 Explanations for related entrustment and contracting: None The table of the Company’s entrusted management and outsourcing Unit: RMB 182 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Pricing basis for Custody/outsourci Name of entruster Name of trustee / Type Start date Termination Date custody/outsourci ng fee confirmed /outsourcer contractor ng fee in this period Explanations for related management and outsourcing (3) Related lease The Company as the lessor: Unit: RMB Rental income recognized for Rental income recognized for Name of lessee Category the current period the previous period The Company as the lessee: Unit: RMB Rental charges for Variable lease short-term leases payments not and leases of included in the Interest expense on Increased low-value assets Rent paid measurement of lease liability right-of-use assets Name with simplified Categor the lease liability of processing (if y (if applicable) lessor applicable) Amoun Amoun Amoun Amoun Amoun Amoun Amoun Amoun Amoun Amoun t for t for the t for t for the t for t for the t for t for the t for t for the this previou this previou this previou this previou this previou period s period period s period period s period period s period period s period Shenya ng Lijing Mingzh Operati 25,030, 25,030, 1,065,1 7,928,2 u Hotel ng lease 700.00 700.00 85.72 50.52 Manage ment Co., Ltd. Explanations of related lease None (4) Related guarantees The Company as the guarantor Unit: RMB Whether the guarantee Guaranteed party Guarantee amount Guarantee start date Guarantee expiration date has been fulfilled 183 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report The Company as the guaranteed party Unit: RMB Guarantee expiration Whether the guarantee Guarantor Guarantee amount Guarantee start date date has been fulfilled Explanations of related guarantees (5) Borrowing from related parties Unit: RMB Related party Amount Start date Expiration date Description Borrowed: Lent: (6) Related parties of assets transfer and debt restructuring Unit: RMB Content of the related party Related party Amount for the current period Amount for the previous period transaction Beijing Chuangsheng Construction Decoration purchase assets 155,160.00 Engineering Co., Ltd. Total 155,160.00 (7) Remuneration for key management personnel Unit: RMB Item Amount for the current period Amount for the previous period Remuneration for key management 2,410,085.37 3,190,424.12 personnel (8) Other related transactions Commissioned decoration/engineering Unit: RMB 184 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Amount for the current period Amount for the previous period Related party Pricing basis Contract amount Amount incurred Contract amount Amount incurred Beijing Chuangsheng Construction Negotiated 25,304,690.00 Decoration Engineering Co., Ltd. price Total 25,304,690.00 6. Receivables and payables of related parties (1) Receivables Unit: RMB Closing balance Opening balance Item Related party Bad debt Bad debt Book balance Book balance provision provision Beijing Qianqiu Accounts Intelligence Book 1,783,000.00 receivables & Media Co., Ltd. Shenyang Lijing Mingzhu Hotel Other receivables 5,675,200.00 5,675,200.00 Management Co., Ltd. Beijing Offcn Other non-current Future Education 1,618,411,145.38 1,618,391,145.38 assets Technology Co., Ltd. Total 1,625,869,345.38 1,624,066,345.38 (2) Payables Unit: RMB Item Related party Closing book balance Opening book balance Beijing Chuangsheng Construction Accounts receivables 19,506,981.00 59,506,981.00 Decoration Engineering Co., Ltd. Accounts receivables Shaanxi Guancheng Industrial Co., Ltd. 83,060,000.00 83,060,000.00 Ji'an Jingkai Lixiangxue Financial Other receivables 23,079,267.93 57,000,000.00 Information Service Co., Ltd. Total 125,646,248.93 199,566,981.00 185 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 7. Commitments of related parties None 8. Others None Section XIII. Share-based payment 1. Overview of share-based payment □ Applicable Not applicable 2. Equity-settled share payments □ Applicable Not applicable 3. Share-based payment through cash settlements □ Applicable Not applicable 4. Modification and termination of share-based payment None 5. Others None Section XIV. Commitments and contingencies 1. Important commitments Important commitments on balance sheet date None 2. Contingencies (1) Important contingencies on balance sheet date None 186 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (2) Whether the Company has important contingencies that need to be disclosed and the explanations: The Company has no important contingencies that need to be disclosed. 3. Others None. Section XV. Matters subsequent to the balance sheet date 1. Significant unadjusted matters Unit: RMB Cumulative impacts Cause of failure in measuring Item Content on the financial cumulative impacts status and operating results 2. Profit distribution None 3. Sales return None 4. Other matters subsequent to the balance sheet date None Section XVI. Other important matters 1. Corrections of accounting errors of previous period (1) Retrospective restatement Unit: RMB Report item of the affected Corrections of accounting errors Processing procedures Cumulative impact comparison period (2) Prospective application Reasons for adopting prospective Corrections of accounting errors Approval procedure application 2. Debt restructuring None 187 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 3. Assets exchange (1) Non-monetary asset exchange (2) Other assets exchange 4. Pension plan None 5. Discontinued operations Unit: RMB Profit of discontinued Item Revenue Expense Total profit Income tax expenses Net profit operations attributable to the owner of the parent company Other information: None 6. Information of segments (1) Basis for determination of report segment and accounting policy The Company’s main production and operation activities are decided by the Company, which is mainly engaged in education and training business. Therefore, the Company is managed as an operating segment. For accounting policies, please refer to Note V of this report — The Company’s Significant Accounting Policies and Accounting Estimates. (2) Financial information of the reporting segment Unit: RMB Item Inter-segment offset Total (3) If the Company has no reporting segment, or cannot disclose the total assets and liabilities of each segment, the reasons shall be clarified. None (4) Other statements ① Revenue from external transactions for each product and service or each similar product and service. Unit: RMB Item Amount for the current period Amount for the previous period Main business 2,216,651,869.28 4,828,531,538.19 Including: Education and training 2,216,651,869.28 4,828,531,538.19 Other businesses 10,053,092.83 27,466,725.31 188 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Total 2,226,704,962.11 4,855,998,263.50 ② Total foreign transaction income obtained by the Company from its own country and from other countries or regions. Unit: RMB Area Amount for the current period Amount for the previous period Domestic area 2,226,704,962.11 4,855,998,263.50 Total 2,226,704,962.11 4,855,998,263.50 ③The dependence of the Company on its major customers The Company’s customers, with a large quantity, are relatively scattered, and thus there is no dependence on major customers. 7. Other important transactions and events having impacts on decisions of investors None 8. Others None Section XVII. Notes to the parent company’s financial statements 1. Receivables (1) Classified disclosure of receivables Unit: RMB Closing balance Opening balance Book balance Bad debt provision Book balance Bad debt provision Item Book Book Proporti Propor value Proporti Proport Amount Amount Amount Amount value on tion on ion Including: Accounts receivables for which bad debt 27,88 31,373,79 100.00 3,493,29 11.13 31,141, 100.00 2,335,6 28,806,09 0,498 7.50% provision has been 1.18 % 2.65 % 726.98 % 29.53 7.45 .53 assessed by credit risk portfolios Including: 27,88 Combination 3 31,373,79 100.00 3,493,29 11.13 31,141, 100.00 2,335,6 28,806,09 0,498 7.50% 1.18 % 2.65 % 726.98 % 29.53 7.45 .53 189 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 27,88 Total 31,373,79 100.00 3,493,29 31,141, 100.00 2,335,6 28,806,09 0,498 1.18 % 2.65 726.98 % 29.53 7.45 .53 Bad debt provision assessed by credit risk portfolios: RMB3,493,292.65 Unit: RMB Closing balance Item Book balance Bad debt provision Proportion Combination 3 31,373,791.18 3,493,292.65 11.13% Total 31,373,791.18 3,493,292.65 Explanations of the basis for determining the portfolios: Category Basis of determining the portfolio Combination 1 Receivables from related companies Combination 2 Receivables for hotel services Combination 3 Other receivables If the bad debt provision of receivables is based on the general model of expected credit loss, please refer to the disclosure methods of other receivables about the relevant information of bad debt provision: □ Applicable Not applicable Disclosure by account age Unit: RMB Account age Closing balance Within 1 year (included) 8,162,528.15 1-2 years 15,570,863.62 2-3 years 7,640,399.41 Total 31,373,791.18 (2) Provision, recovery or reversal of bad debts in current period Provision of bad debts in current period: Unit: RMB Changes in the current period Opening Closing Category Recovery or balance Provision Written-off Others balance reversal Bad debts provision for 2,335,629.53 1,157,663.12 3,493,292.65 of accounts receivables Total 2,335,629.53 1,157,663.12 3,493,292.65 190 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Significant amount of recovery or reversal of bad debts in current period: Unit: RMB Amount of recovery or Name of institutions Method of recovery reversal (3) Receivables written-off in current period Unit: RMB Item Written-off amount Important receivables written-off: Unit: RMB Whether the account Nature of written-off procedure receivables was Creditor Written-off amount Reasons receivables implemented generated from related transactions Statement of receivables written-off: (4) Accounts receivables of the top five debtors based on the ending balance Unit: RMB Closing balance of accounts Proportion to the ending Closing balance of bad debt Creditor receivable balance of accounts receivable provision Yaxia Industrial 31,141,726.98 99.26% 3,481,689.44 Customer 1 41,490.00 0.13% 2,074.50 Customer 2 39,510.00 0.13% 1,975.50 Customer 3 36,690.00 0.12% 1,834.50 Customer 4 31,411.00 0.10% 1,570.55 Total 31,290,827.98 99.74% (5) Receivables derecognized due to the transfer of financial assets (6) Amount of assets and liabilities formed by transferring accounts receivable and continuing involvement Other information: 2. Other receivables Unit: RMB Item Closing balance Opening balance Other receivables 21,702,687.86 20,699,731.33 Total 21,702,687.86 20,699,731.33 191 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report (1) Interest receivables 1) Classification of interest receivables Unit: RMB Item Closing balance Opening balance 2) Important overdue interest Unit: RMB Whether impairment Borrower Closing balance Overdue time Reason occurs and the judgment basis Other information: 3) Bad debt provision □Applicable Not applicable (2) Dividends receivables 1) Classification of dividends receivables Unit: RMB Project (or investee) Closing balance Opening balance 2) Important dividend receivables with account age over 1 year Unit: RMB Whether impairment Cause of recovery Project (or investee) Closing balance Account age occurs and the judgment failure basis 3) Bad debt provision □Applicable Not applicable Other information: (3) Other receivables 1) Classification of other receivables by nature Unit: RMB Item Closing balance Opening balance Current payment 21,697,087.86 20,694,131.33 Deposits and guarantees 5,600.00 5,600.00 Total 21,702,687.86 20,699,731.33 192 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 2) Bad debt provision Unit: RMB First stage Second stage Third stage Expected credit loss in the Bad debt provision Expected credit loss in the Total Expected credit loss whole duration whole duration in the next 12 months (credit impairment has (no credit impairment ). occurred) January 1, 2022 balance in the current period Changes in the book balance with significant changes in the loss provision for the current period □Applicable Not applicable Disclosure by account age Unit: RMB Account age Closing balance Within 1 year (included) 2,132,490.05 1 to 2 years 1,108,471.98 2 to 3 years 3,649,387.72 more than 3 years 14,812,338.11 3-4 years 14,812,338.11 Total 21,702,687.86 3) Provision, recovery or reversal of bad debt in current period Bad debt provision in current period Unit: RMB Changes in the current period Item Opening balance Recovery or Closing balance Provision Written-off Others reversal Important recovery or reversal of bad debt in current period: Unit: RMB Amount of recovery or Creditor Recovery method reversal 4) Other receivables written off in current period Unit: RMB 193 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Item Written-off amount Important other receivables written-off: Unit: RMB Whether the account Nature of other written-off procedure receivables was Creditor Written-off amount Reasons receivables implemented generated from related transactions Explanation of other receivables written-off: 5) Other receivables of the top five debtors based on the ending balance Unit: RMB Proportion in total Closing Nature of Creditor Closing balance Account age closing balance of balance of bad receivable other receivables debt provision Bozhou Yaxia Motor Vehicle Driver Current 10,572,962.49 Within 4 years 48.72% Training School Co., Ltd. payment Wuhu Yawei Automobile Sales Current 3,955,077.26 Within 4 years 18.22% Service Co., Ltd. payment Suzhou Bokai Automobile Sales Current 3,854,545.48 Within 4 years 17.76% Service Co., Ltd. payment Huangshan Yaxia Fudi Automobile Current 2,067,252.57 Within 4 years 9.53% Sales Service Co., Ltd. payment Chaohu Yaxia Kaixuan Automobile Current 473,832.06 Within 4 years 2.18% Sales Service Co., Ltd. payment Total -- 20,923,669.86 96.41% 6) Receivables related to government subsidies Unit: RMB Time, amount and basis of Name of institutions Government subsidies Closing balance Closing account age expected collection None 7) Other receivables derecognized due to the transfer of financial assets None 8) Assets and liabilities arising from transferring other receivables and continuing to be involved None Other information: 194 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report None 3. Long-term equity investment Unit: RMB Closing balance Opening balance Provision Provision Item for for Book balance Book value Book balance Book value impairme impairme nt nt Investment in 19,143,591,207. 19,143,591,207.14 19,143,591,207.14 19,143,591,207.14 subsidiaries 14 Investment in associates and 37,317,091.22 37,317,091.22 46,824,788.00 46,824,788.00 joint ventures 19,180,908,298. Total 19,180,908,298.36 19,190,415,995.14 19,190,415,995.14 36 (1) Investment in subsidiaries Unit: RMB Increase and decrease in current period Closing Opening balance Additi Invest Closing balance balance of Investee Provision (book value) onal ment (book value) provision for for Oth invest reducti impairme ers impairment ment on nt Offcn Ltd. 18,500,000,000.00 18,500,000,000.00 Lu’an Zhongke Real Estate Information Consulting Co., 489,131,700.00 489,131,700.00 Ltd. Lu’an Yazhong Real Estate Information Consulting Co., 72,151,600.00 72,151,600.00 Ltd. Wuhu Yawei Automobile 23,000,000.00 23,000,000.00 Sales Service Co., Ltd Bozhou Yaxia Motor Vehicle Driver Training School Co., 20,000,000.00 20,000,000.00 Ltd. Ningguo Yaxia Motor Vehicle Driver Training 17,474,782.14 17,474,782.14 School (Co., Ltd.) Suzhou Bokai Automobile 11,833,125.00 11,833,125.00 Sales Service Co., Ltd. 195 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Huangshan Yaxia Fudi Automobile Sales Services 5,000,000.00 5,000,000.00 Co., Ltd. Chaohu Yaxia Kaixuan Automobile Sales Service 5,000,000.00 5,000,000.00 Co., Ltd. Total 19,143,591,207.14 19,143,591,207.14 (2) Investment in associated enterprises and joint ventures Unit: RMB Increase and decrease in current period Closing Investmen Other balance Opening t gains Closing Compre Provision of balance and losses Other Declared balance provisi Investor Additional Investment hensive cash (Book Equity for (Book recognize Others on for value) investment reduction d under income dividends impairme value) changes or profits impairme the equity adjustm nt nt ent method I Joint ventures II Associates Beijing Offcn Future Education 46,824,78 -9,507,69 37,317,09 8.00 6.78 1.22 Technolog y Co., Ltd. Subtotal 46,824,78 -9,507,69 37,317,09 8.00 6.78 1.22 Total 46,824,78 -9,507,69 37,317,09 8.00 6.78 1.22 (3) Other statements None 4. Revenue and operating cost Unit: RMB Amount for the current period Amount for the previous period Item Revenue Operating cost Revenue Operating cost Other business 427,884.19 5,597,571.75 7,278,174.71 5,632,943.03 196 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report Total 427,884.19 5,597,571.75 7,278,174.71 5,632,943.03 Income related information: Unit: RMB Contract Segment 1 Segment 2 Total Classification Obligation performance related information: None Information related to the transaction price allocated to the remaining performance obligations: The income from the unfulfilled or uncompleted obligations with signed contracts at the end of the reporting period: RMB0.00. Among them, RMB0.00 is expected to be recognized as revenue in year 0, RMB0.00 is expected to be recognized as annual revenue, and RMB0.00 is expected to be recognized as annual revenue. Other information: None 5. Investment income Unit: RMB Item Amount for the current period Amount for the previous period Long-term equity investment income by the equity -9,507,696.78 method Dividend income from holding other equity 1,659,840.00 1,327,872.00 instrument investments Financing income 74,257.03 2,630.21 Total -7,773,599.75 1,330,502.21 6. Others None Section XVIII. Supplementary information 1. Details of current non-recurring gains and losses Applicable □ Not applicable Unit: RMB Item Amount Explanation Profits or losses from the disposal of non-current assets 58,877.23 Government subsidies included in the current profit and loss ( except for the government subsidies that are closely related to the Company’s normal 18,434,136.00 business operations and continuously enjoyed based on certain standards or quotas in accordance with national policies and regulations) Profit or loss from entrusting others to invest or manage assets 5,611,244.87 Gains and losses from changes in fair value arising from the holding of tradable -3,435,742.21 197 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report financial assets and liabilities, and from the disposal of tradable financial assets and liabilities and available-for-sale financial assets, except for the effective hedging business related to the normal operation of the Company Non-operating income and expenses other than the above -4,372,388.19 Less:Amount impacted by income tax 3,588,533.77 Total 12,707,593.93 -- Details of other profit and loss items that meet the definition of non-recurring profit and loss: □ Applicable Not applicable The Company has no circumstances of other profit and loss items that meet the definition of non-recurring profit and loss. Provide statements for classifying non-recurring profit and loss items, which are listed in the Explanatory Announcement No. 1 for Information Disclosures of the Company Issuing Securities Publicly — Non-recurring Profits and Losses, as recurring profit and loss items. □ Applicable Not applicable 2. Return on equity and earnings per share Earnings per share Weighted average Profit in the reporting period return on Basic earnings per Diluted earnings share per share net assets (%) (RMB/share) (RMB/share) Net profit attributable to common shareholders -61.73% -0.14 -0.14 of the Company Net profit attributable to common shareholders of the Company -62.61% -0.15 -0.15 after deducting non-recurring gains and losses 3. Differences in accounting data under domestic and overseas accounting standards (1) Differences in net profit and net assets in financial reports disclosed in accordance with both international accounting standards and Chinese accounting standards □ Applicable Not applicable (2) Differences in the financial report of net profits and net assets disclosed by Overseas Accounting Standards and Chinese Accounting Standards □ Applicable Not applicable (3) Explanation of the differences in accounting data under domestic and overseas accounting standards. If overseas audit institutions have made adjustments for the differences, their names shall be indicated. None 198 Offcn Education Technology Co., Ltd. 2022 Semi-Annual Report 4. Others None 199