What changed in 17 Education & Technology Group Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, 17 Education & Technology Group Inc. (YQ) added 484 paragraphs, removed 173, and edited 158 between the 2023 and 2024 10-K filings. The biggest movers are Item 6. [Reserved] (+344/−60), Item 4. Mine Safety Disclosures (+140/−113).

Where does this YQ 10-K diff come from?

The source filings are 17 Education & Technology Group Inc.'s official 2023 and 2024 Form 20-F annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

17 Education & Technology Group Inc.YQEarnings & Financial Report

Nasdaq · Consumer Discretionary · Services-Educational Services

McGraw Hill, Inc. is an American education science company that provides educational content, software, and services for students and educators across various levels—from K-12 to higher education and professional settings. They produce textbooks, digital learning tools, and adaptive technology to enhance learning experiences and outcomes. It is one of the "big three" educational publishers along with Houghton Mifflin Harcourt and Pearson Education. McGraw Hill also publishes reference and tra...

What changed in 17 Education & Technology Group Inc.'s 20-F — 2023 vs 2024

Top changes in 17 Education & Technology Group Inc.'s 2024 20-F

484 paragraphs added · 173 removed · 158 edited across 2 sections

Item 6. [Reserved]+344 / −60 · 51 edited
Item 4. Mine Safety Disclosures+140 / −113 · 107 edited

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

107 edited+33 added−6 removed406 unchanged

2023 filing

2024 filing

Moreover, the Alleviating Burden Opinion specifies a series of operating requirements that after-school tutoring institutions must meet, including, among other things, (i) after-school tutoring institutions shall not provide tutoring services on academic subjects during national holidays, weekends and school breaks; (ii) for online tutoring, each session shall be no more than thirty minutes and the training shall end no later than 9:00 p.m.; (iii) no advertisements for after-school tutoring shall be published or broadcasted in the network platforms and billboards displayed in the mainstream media, new media, public place and residential areas; (iv) the provision of overseas education courses is strictly prohibited; (v) fees charged for academic subjects tutoring in compulsory education shall be included into government-guided price management, and excessive high fees and excessive profit-seeking behaviors will be suppressed; (vi) government authorities will implement risk management and control for the pre-collection of fees by after-school tutoring institutions with requirements such as setting up third-party custodians and risk reserves, and strengthen supervision over loans regarding tutoring services; (vii) online tutoring for preschool-age children is prohibited, and offline academic subjects (including foreign language) tutoring services for preschool-age children is also strictly prohibited; (viii) no more approval of new after-school tutoring institutions for pre-school-age children and new after-school tutoring institutions providing tutoring services on academic subjects for students on grade ten to twelve will be granted; and (ix) administration and supervision over academic subjects tutoring institutions for students on grade ten to twelve shall be implemented by reference to the relevant provisions of the Alleviating Burden Opinion.

On July 24, 2021, the General Office of State Council and the General Office of Central Committee of the Communist Party of China jointly promulgated the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education, or the Alleviating Burden Opinion, which provides that, among other things, (i) local government authorities shall no longer approve new after-school tutoring institutions providing tutoring services on academic subjects, or Academic AST Institutions, for students in compulsory education, and the existing Academic AST Institutions shall be registered as non-profit; (ii) online Academic AST Institutions 88 that have filed with the local education administration authorities shall be subject to review and re-approval procedures by competent government authorities, and any failure to obtain such approval will result in the cancellation of its previous filing and ICP license; (iii) Academic AST Institutions are prohibited from raising funds by listing on stock markets or conducting any capitalization activities and listed companies are prohibited from investing in Academic AST Institutions through capital markets fund raising activities, or acquiring assets of Academic AST Institutions by paying cash or issuing securities; and (iv) foreign capital is prohibited from controlling or participating in any Academic AST Institutions through mergers and acquisitions, entrusted operation, joining franchise or variable interest entities.

On July 24, 2021, the General Office of State Council and the General Office of Central Committee of the Communist Party of China jointly promulgated the Opinions on Further Alleviating the Burden of Homework and After-School Tutoring for Students in Compulsory Education, or the Alleviating Burden Opinion, which provides that, among other things, (i) local government authorities shall no longer approve new after-school tutoring institutions providing tutoring services on academic subjects, or Academic AST Institutions, for students in compulsory education, and the existing Academic AST Institutions shall be registered as non-profit; (ii) online Academic AST Institutions that have filed with the local education administration authorities shall be subject to review and re-approval procedures by competent government authorities, and any failure to obtain such approval will result in the cancellation of its previous filing and ICP license; (iii) Academic AST Institutions are prohibited from raising funds by listing on stock markets or conducting any capitalization activities and listed companies are prohibited from investing in Academic AST Institutions through capital markets fund raising activities, or acquiring assets of Academic AST Institutions by paying cash or issuing securities; and (iv) foreign capital is prohibited from controlling or participating in any Academic AST Institutions through mergers and acquisitions, entrusted operation, joining franchise or variable interest entities.

Beijing Yiqi Information and its shareholders covenant that, without Guangzhou Qixuan’s prior written consent, among other things, they shall not (i) transfer any equity interest in Beijing Yiqi Information to any third party, or create any pledge, mortgage, guarantee, or any other right in the benefit of any third party in the equity interest in Beijing Yiqi Information held by them, except the pledge provided in the equity pledge agreement by and among Guangzhou Qixuan, Beijing Yiqi Information and Beijing Yiqi Information’s shareholders, (ii) supplement, change or amend the articles of association and bylaws of Beijing Yiqi Information in any manner, or increase or reduce registered capital or change structure of registered capital of Beijing Yiqi Information in any other manner, (iii) enter into any material contract or change the scope of business of Beijing Yiqi Information, (iv) terminate any material contract to which Beijing Yiqi Information is a party or entered into any agreement that affect the Beijing Yiqi Information’s financial status and asset value; (v) create, succeed, warrant or allow any debt except the account payable occurred in ordinary course, provided however, such account payable shall not be created by loan from any other person, (vi) announce or pay any dividend to the shareholders, (vii) sell, transfer, license or dispose in any manner any asset of Beijing Yiqi Information, or allow the encumbrance hereon of any asset of Beijing Yiqi Information, unless Beijing Yiqi Information is able to prove that the such sale, transfer, license, deposition or encumbrance is necessary for its business in ordinary course and the transaction amount of one single transaction shall not higher than RMB100,000.

Beijing Yiqi Information and its shareholders covenant that, without Guangzhou Qixuan’s prior written consent, among other things, they shall not (i) transfer any equity interest in Beijing Yiqi Information to any third party, or create any pledge, mortgage, guarantee, or any other right in the benefit of any third party in the equity interest in Beijing Yiqi Information held by them, except the pledge provided in the equity pledge agreement by and among Guangzhou Qixuan, Beijing Yiqi Information and Beijing Yiqi Information’s shareholders, (ii) supplement, change or amend the 115 articles of association and bylaws of Beijing Yiqi Information in any manner, or increase or reduce registered capital or change structure of registered capital of Beijing Yiqi Information in any other manner, (iii) enter into any material contract or change the scope of business of Beijing Yiqi Information, (iv) terminate any material contract to which Beijing Yiqi Information is a party or entered into any agreement that affect the Beijing Yiqi Information’s financial status and asset value; (v) create, succeed, warrant or allow any debt except the account payable occurred in ordinary course, provided however, such account payable shall not be created by loan from any other person, (vi) announce or pay any dividend to the shareholders, (vii) sell, transfer, license or dispose in any manner any asset of Beijing Yiqi Information, or allow the encumbrance hereon of any asset of Beijing Yiqi Information, unless Beijing Yiqi Information is able to prove that the such sale, transfer, license, deposition or encumbrance is necessary for its business in ordinary course and the transaction amount of one single transaction shall not higher than RMB100,000.

Pursuant to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued on April 23, 2013, and the Interpretation of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen’s personal information: (i) providing a citizen’s personal information to specified persons or releasing a citizen’s personal information online or through other methods in violation of national provisions; (ii) providing legitimately collected information relating to a citizen to others without such citizen’s consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen’s personal information in violation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen’s personal information by purchasing, accepting or exchanging such information in violation of applicable rules and regulations.

Pursuant to the Notice of the Supreme People’s Court, the Supreme People’s Procuratorate and the Ministry of Public Security on Legally Punishing Criminal Activities Infringing upon the Personal Information of Citizens, issued on April 23, 2013, and the Interpretation of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues regarding Legal Application in Criminal Cases Infringing upon the Personal Information of Citizens, which was issued on May 8, 2017 and took effect on June 1, 2017, the following activities may constitute the crime of infringing upon a citizen’s personal information: (i) providing a citizen’s personal information to specified persons or releasing a citizen’s personal information online or through other methods in violation of national provisions; (ii) 95 providing legitimately collected information relating to a citizen to others without such citizen’s consent (unless the information is processed, not traceable to a specific person and not recoverable); (iii) collecting a citizen’s personal information in violation of applicable rules and regulations when performing a duty or providing services; or (iv) collecting a citizen’s personal information by purchasing, accepting or exchanging such information in violation of applicable rules and regulations.

In addition, if the management of after-school tutoring institutions is chaotic, involves one of the following acts, the competent government authorities shall require such after-school tutoring institutions rectify within fixed time and issue a warning: (i) enrolling students in violation of regulations such as joint enrollment with primary and secondary schools; (ii) recruiting and managing practitioners in violation of laws, regulations and the other relevant provisions promulgated by the competent department of the State Council; (iii) charging price, charging behavior, pre-collected fees management in violation of laws, regulations and other relevant provisions promulgated by the competent department of the State Council; (iv) containing online game content and links that are not related 89 to tutoring in online after-school tutoring; (v) failing to retain training content, training data and live training images by online after-school tutoring in accordance with relevant provisions promulgated by the competent department of the State Council; (vi) publishing advertisements illegally; (vii) other disorders may seriously affect education and teaching.

In addition, if the management of after-school tutoring institutions is chaotic, involves one of the following acts, the competent government authorities shall require such after-school tutoring institutions rectify within fixed time and issue a warning: (i) enrolling students in violation of regulations such as joint enrollment with primary and secondary schools; (ii) recruiting and managing practitioners in violation of laws, regulations and the other relevant provisions promulgated by the competent department of the State Council; (iii) charging price, charging behavior, pre-collected fees management in violation of laws, regulations and other relevant provisions promulgated by the competent department of the State Council; (iv) containing online game content and links that are not related to tutoring in online after-school tutoring; (v) failing to retain training content, training data and live training images by online after-school tutoring in accordance with relevant provisions promulgated by the competent department of the State Council; (vi) publishing advertisements illegally; (vii) other disorders may seriously affect education and teaching.

Competition We compete with other providers on, and continually strengthen our advantages in, the following principal competitive factors: • ability to convert an in-depth understanding of the full-cycle of educational scenarios into user-friendly functions and solutions, as well as the comprehensiveness of these functions; • high-quality content synchronized with local curriculum, textbook versions and academic assessment objectives; • insights based on learning data and empowered by data analytics capabilities and advanced technologies; • ability to provide products and services to end-users and distributors at competitive price points; • strong national sales networks in China; • effectiveness of customer services and sales and marketing efforts; and • track record, trust and brand recognition.

Pursuant to the Foreign Investment Law, “foreign investors” means natural persons, enterprises, or other organizations of a foreign country, “foreign-invested enterprises,” means any enterprise established under PRC law that is wholly or partially invested by foreign investors and “foreign investment” means any foreign investor’s direct or indirect investment in mainland China, including: (i) establishing foreign invested enterprises in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property shares, other similar interests in Chinese domestic enterprises; (iii) investing in new projects in mainland China either individually or jointly with other investors; and (iv) making investment through other means provided by laws, administrative regulations, or State Council provisions.

Pursuant to the Foreign Investment Law, “foreign investors” means natural persons, enterprises, or other organizations of a foreign country, “foreign-invested enterprises,” means any enterprise established under PRC law that is wholly or partially invested by foreign investors and “foreign investment” means any foreign investor’s direct or indirect investment in 91 mainland China, including: (i) establishing foreign invested enterprises in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property shares, other similar interests in Chinese domestic enterprises; (iii) investing in new projects in mainland China either individually or jointly with other investors; and (iv) making investment through other means provided by laws, administrative regulations, or State Council provisions.

Under the exclusive call option agreement entered into by and among Guangzhou Qixuan, Beijing Yiqi Information and Beijing Yiqi Information’s shareholders in March 2022, Guangzhou Qixuan has the exclusive, unconditional and irrevocable right to require the shareholders of the Beijing Yiqi Information, upon occurrence of the following situations and subject to the requirements by Guangzhou Qixuan, to transfer any or all of the equity interest in Beijing Yiqi Information held by the shareholders to it and/or a third party designated by it for free or considerations equivalent to the minimum purchase price permitted under the PRC laws and regulations: (1) Guangzhou Qixuan or the third party designated by it is permitted to hold any or all of the equity interest in Beijing Yiqi Information under the PRC laws; or (2) subject to the PRC laws, any situation as Guangzhou Qixuan thinks is 113 appropriate or necessary.

The Outbound Data Transfer Measures provide that a data processor providing data abroad in the following situations shall report security assessment for its outbound data transfer to the Cyberspace Administration of China: (i) a data processor provides important data abroad; (ii) a critical information infrastructure operator or a data processor processing the personal information of more than one million individuals provides personal information abroad; (iii) a data processor, who has cumulatively provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals abroad since January 1 of the previous year, provides personal information abroad; and (iv) other circumstances prescribed by the Cyberspace Administration of China for which report for security assessment for outbound data transfers is required.

The Outbound Data Transfer Measures provide that a data processor providing data abroad in the following situations shall report security assessment for its outbound data transfer to the Cyberspace Administration of China: (i) a data 98 processor provides important data abroad; (ii) a critical information infrastructure operator or a data processor processing the personal information of more than one million individuals provides personal information abroad; (iii) a data processor, who has cumulatively provided personal information of 100,000 individuals or sensitive personal information of 10,000 individuals abroad since January 1 of the previous year, provides personal information abroad; and (iv) other circumstances prescribed by the Cyberspace Administration of China for which report for security assessment for outbound data transfers is required.

Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the mainland China resident enterprise; and (iii) it must have directly owned such required percentage in the mainland China resident enterprise throughout the 12 months prior to receiving the dividends.

Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, a Hong Kong resident enterprise must meet the following conditions, among others, in order to apply the reduced withholding tax rate: (i) it 107 must be a company; (ii) it must directly own the required percentage of equity interests and voting rights in the mainland China resident enterprise; and (iii) it must have directly owned such required percentage in the mainland China resident enterprise throughout the 12 months prior to receiving the dividends.

Regulation Relating to Online Transmission of Audio-Visual Programs To regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the territory of the PRC, the State Administration of Press Publication Radio Film and Television, or the SAPPRFT (currently known as National Radio and Television Administration), and the Ministry of 92 Industry and Information Technology jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-Visual Program Provisions, on December 20, 2007, which was last amended on August 28, 2015.

Regulation Relating to Online Transmission of Audio-Visual Programs To regulate the provision of audio-visual program services to the public via the internet, including through mobile networks, within the territory of the PRC, the State Administration of Press Publication Radio Film and Television, or the SAPPRFT (currently known as National Radio and Television Administration), and the Ministry of Industry and Information Technology jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-Visual Program Provisions, on December 20, 2007, which was last amended on August 28, 2015.

On August 10, 2019, the Chinese Ministry of Education, jointly with certain other PRC government authorities, issued Opinions on Guiding and Regulating the Orderly and Healthy Development of Educational Mobile Apps, or the Opinions on Educational Apps, which require, among others, for mobile apps that provide services for school teaching and management, student learning and student life, or home-school interactions, with school faculty, students or parents as the main users, and with education or learning as the main application scenarios, or the Educational Apps, be filed with competent provincial regulatory authorities for education.

On August 10, 2019, the Chinese Ministry of Education, jointly with certain other PRC government authorities, issued Opinions on Guiding and Regulating the Orderly and Healthy Development of Educational Mobile Apps, or the Opinions on Educational Apps, which require, among others, for mobile apps that provide services for school 89 teaching and management, student learning and student life, or home-school interactions, with school faculty, students or parents as the main users, and with education or learning as the main application scenarios, or the Educational Apps, be filed with competent provincial regulatory authorities for education.

Under the Stock Option Rules and other relevant rules and regulations, PRC citizens and non-PRC citizens who reside in mainland China for a continuous period of not less than one year and participate in any stock incentive plan of an overseas publicly listed company are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas-listed company, and complete certain other procedures, unless certain exceptions are available.

Regulation Relating to Employment, Social Insurance and Housing Fund Employment Pursuant to the PRC Labor Law effective from January 1, 1995 and last amended on December 29, 2018 and the PRC Labor Contract Law effective from January 1, 2008 and amended on December 28, 2012, a written labor contract shall be executed by an employer and an employee when the employment relationship is established, and an employer is under an obligation to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years.

Regulation Relating to Employment, Social Insurance and Housing Fund Employment 103 Pursuant to the PRC Labor Law effective from January 1, 1995 and last amended on December 29, 2018 and the PRC Labor Contract Law effective from January 1, 2008 and amended on December 28, 2012, a written labor contract shall be executed by an employer and an employee when the employment relationship is established, and an employer is under an obligation to sign an unlimited-term labor contract with any employee who has worked for the employer for ten consecutive years.

The People’s Bank of China established a cross-broader financing regulation system based on the capital or net assets of the micro main body under macro prudential rules, and the legal entities and financial institutions established in mainland China including the branches of foreign banks registered in mainland China but excluding government financing vehicles and real estate enterprise, may carry out cross-border financing of foreign currency in accordance with regulations of such system.

The People’s Bank of China established a cross-broader financing regulation system based on the capital or net assets of the micro main body under macro prudential rules, and the legal entities and financial institutions established in mainland China including the branches of foreign banks registered in mainland China but excluding government financing vehicles and real estate enterprise, may carry 105 out cross-border financing of foreign currency in accordance with regulations of such system.

Critical information infrastructure operators shall, based on a leveled system for cybersecurity protection, adopt technical protection 96 measures and other necessary measures to deal with cybersecurity security events, defend against cyberattacks and criminal activities in order to ensure their safe and stable operations as well as maintain the integrity, confidentiality, and availability of their data pursuant to laws, regulations and the mandatory requirements of national standards.

Critical information infrastructure operators shall, based on a leveled system for cybersecurity protection, adopt technical protection measures and other necessary measures to deal with cybersecurity security events, defend against cyberattacks and criminal activities in order to ensure their safe and stable operations as well as maintain the integrity, confidentiality, and availability of their data pursuant to laws, regulations and the mandatory requirements of national standards.

Pursuant to consent letters executed by the spouse of each Beijing Yiqi Information’s shareholder in March 2022, the spouse of each Beijing Yiqi Information’s shareholder confirms that she is aware of and consents to the execution of the exclusive management services and business cooperation agreement, the exclusive call option 114 agreement, the powers of attorney and the equity pledge agreement (collectively, the “Transaction Documents”) by her spouse, and agrees the disposal of the equity interests in Beijing Yiqi Information in accordance with the Transaction Documents.

Pursuant to consent letters executed by the spouse of each Beijing Yiqi Information’s shareholder in March 2022, the spouse of each Beijing Yiqi Information’s shareholder confirms that she is aware of and consents to the execution of the exclusive management services and business cooperation agreement, the exclusive call option agreement, the powers of attorney and the equity pledge agreement (collectively, the “Transaction Documents”) by her spouse, and agrees the disposal of the equity interests in Beijing Yiqi Information in accordance with the Transaction Documents.

Provisions on the Cyber Protection of Children’s Personal Information also require that when collecting, storing, using, transferring and disclosing such personal information, network operators shall comply 95 with certain regulatory requirements, including, without limitation, that network operators shall designate specific personnel to take charge of the protection of such personal information and shall strictly grant information access authorization for their staff to such personal information under the principle of minimal authorization.

Provisions on the Cyber Protection of Children’s Personal Information also require that when collecting, storing, using, transferring and disclosing such personal information, network operators shall comply with certain regulatory requirements, including, without limitation, that network operators shall designate specific personnel to take charge of the protection of such personal information and shall strictly grant information access authorization for their staff to such personal information under the principle of minimal authorization.

Our products enable students to engage with a massive, proprietary library of localized learning content, access and complete their assignments online, and receive personalized homework and feedback based on issues identified in their homework and assessments 77 For parents . We offer parents an effective, user-friendly way to monitor the academic performance and progress of their children.

Our products enable students to engage with a massive, proprietary library of localized learning content, access and complete their assignments online, and receive personalized homework and feedback based on issues identified in their homework and assessments For parents . We offer parents an effective, user-friendly way to monitor the academic performance and progress of their children.

Leveraging our highly localized content library and powerful applications, teachers can design, distribute and easily grade assessments with ease in a range of assessment scenarios, from short quizzes to mid-term and final exams. Purely online academic assessments have become increasingly popular among teachers and schools since the COVID-19 pandemic.

Leveraging our highly localized content library and powerful applications, teachers can design, distribute and easily grade assessments with ease in a range of assessment scenarios, from short quizzes to mid-term and final exams. 83 Purely online academic assessments have become increasingly popular among teachers and schools since the COVID-19 pandemic.

With our experiences and insights accumulated over the past three years, we have developed a standardized, replicable model of integrated digital solutions in the form of teaching and learning SaaS offerings and related value-add services. We are also seeing increasing acceptance of the SaaS subscription model, compared with the previously more dominant one-time purchase model in the industry.

With our experiences and insights accumulated over the past years, we have developed a standardized, replicable model of integrated digital solutions in the form of teaching and learning SaaS offerings and related value-add services. We are also seeing increasing acceptance of the SaaS subscription model, compared with the previously more dominant one-time purchase model in the industry.

Regulation Relating to Production and Distribution of Radio and Television Programs The Administrative Measures on the Production and Operation of Radio and Television Programs, or the Radio and TV Programs Measures, promulgated by the SAPPRFT are applicable for establishing institutions that produce and distribute radio and television programs or for the production of radio and television programs like programs with a special topic, column programs, variety shows, animated cartoons, radio plays and television dramas and for activities like transactions and agency transactions of program copyrights.

Regulation Relating to Production and Distribution of Radio and Television Programs The Administrative Measures on the Production and Operation of Radio and Television Programs, or the Radio and TV Programs Measures, promulgated by the SAPPRFT are applicable for establishing institutions that produce and distribute radio and television programs or for the production of radio and television programs like programs with 94 a special topic, column programs, variety shows, animated cartoons, radio plays and television dramas and for activities like transactions and agency transactions of program copyrights.

To comply with PRC laws and regulations, we conduct certain of our business in mainland China through Shanghai Hexu, Beijing Yiqi Information, Beijing Yiqi Development, Beijing Qili and Guangzhou Qili, which we refer to as the VIEs in this annual report, based on a series of contractual arrangements by and among our WFOEs, the VIEs and their respective shareholders.

To comply with PRC laws and regulations, we conduct certain of our business in mainland China through Shanghai Hexu, Beijing Yiqi Information, Beijing Yiqi Development, Beijing Qili and 111 Guangzhou Qili, which we refer to as the VIEs in this annual report, based on a series of contractual arrangements by and among our WFOEs, the VIEs and their respective shareholders.

For instance, data 97 collected and generated in international trade, transnational transportation, academic cooperation, global manufacturing and marketing, which does not contain personal information or important data, is now exempted from compliance requirement of outbound data transfer, such as, security assessment for outbound data transfer, the execution of standard contracts for outbound personal information transfer, or the authentication process for personal information protection.

For instance, data collected and generated in international trade, transnational transportation, academic cooperation, global manufacturing and marketing, which does not contain personal information or important data, is now exempted from compliance requirement of outbound data transfer, such as, security assessment for outbound data transfer, the execution of standard contracts for outbound personal information transfer, or the authentication process for personal information protection.

Regulation Relating to Publishing Under the Administrative Provisions on the Publications Market, which was jointly promulgated by the SAPPRFT and the Ministry of Commerce on May 31, 2016 and became effective on June 1, 2016, any enterprise or individual who engages in publishing activities shall obtain a publishing license from SAPPRFT or its local counterpart.

Regulation Relating to Publishing Under the Administrative Provisions on the Publications Market, which was jointly promulgated by the SAPPRFT and the Ministry of Commerce on May 31, 2016 and became effective on June 1, 2016, any enterprise or individual 101 who engages in publishing activities shall obtain a publishing license from SAPPRFT or its local counterpart.

We have established ourselves as pioneers in China by successfully incorporating artificial intelligence in our core curriculum, known as Artificial Intelligence in General 84 Curriculum, into our day-to-day business operations. Starting from October 2023, we initiated a pilot program to utilize Artificial Intelligence in General Curriculum-generated video tutorials for providing explanations to incorrect answers in educational institutions.

We have established ourselves as pioneers in China by successfully incorporating artificial intelligence in our core curriculum, known as Artificial Intelligence in General Curriculum, into our day-to-day business operations. Starting from October 2023, we initiated a pilot program to utilize Artificial Intelligence in General Curriculum-generated video tutorials for providing explanations to incorrect answers in educational institutions.

Furthermore, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unlimited term, 101 with certain exceptions. All employers must compensate their employees equal to at least the local minimum wage standards.

Furthermore, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract must have an unlimited term, with certain exceptions. All employers must compensate their employees equal to at least the local minimum wage standards.

In case it is confirmed that there exists unjustified extra-territorial application of foreign legislation and other measures, the Ministry of 108 Commerce may issue an injunction against such relevant foreign legislation and other measures. A citizen, legal person or other organization in China may apply for exemption from compliance with an injunction. C.

In case it is confirmed that there exists unjustified extra-territorial application of foreign legislation and other measures, the Ministry of Commerce may issue an injunction against such relevant foreign legislation and other measures. A citizen, legal person or other organization in China may apply for exemption from compliance with an injunction. C.

We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with employees to protect our intellectual property rights. We have also adopted a comprehensive set of internal rules for intellectual property management. These guidelines set the obligations of our employees and create a reporting 86 mechanism in connection with our intellectual property protection.

We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with employees to protect our intellectual property rights. We have also adopted a comprehensive set of internal rules for intellectual property management. These guidelines set the obligations of our employees and create a reporting mechanism in connection with our intellectual property protection.

Regulation Related to Private Education Education Law of the PRC The PRC Education Law, which was promulgated on March 18, 1995, and last amended on April 29, 2021, sets forth provisions relating to the fundamental education systems of the PRC, including a school system of pre-school education, primary education, secondary education and higher education, a system of nine-year compulsory education and a system of education certificates.

Regulation Related to Private Education 88 Education Law of the PRC The PRC Education Law, which was promulgated on March 18, 1995, and last amended on April 29, 2021, sets forth provisions relating to the fundamental education systems of the PRC, including a school system of pre-school education, primary education, secondary education and higher education, a system of nine-year compulsory education and a system of education certificates.

Records pertaining to the situation shall be kept and reported to the appropriate authorities. The Amended Implementation Rules also clarifies that social organizations and individuals are prohibited from controlling a private school that provides compulsory education or 87 a non-profit private school that provides pre-school education through mergers and acquisitions and control agreements.

Records pertaining to the situation shall be kept and reported to the appropriate authorities. The Amended Implementation Rules also clarifies that social organizations and individuals are prohibited from controlling a private school that provides compulsory education or a non-profit private school that provides pre-school education through mergers and acquisitions and control agreements.

These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with 108 the risks and incidents faced by China-based overseas-listed companies.

Organizational Structure The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries and other entities that are material to our business, as of the date of this annual report: Notes: (1) Shareholders of Shanghai Hexu and their respective shareholdings in Shanghai Hexu and relationship with our company are (i) Mr.

Organizational Structure The following diagram illustrates our corporate structure as of the date of this annual report, including our principal subsidiaries and other entities that are material to our business, as of the date of this annual report: 110 Notes: (1) Shareholders of Shanghai Hexu and their respective shareholdings in Shanghai Hexu and relationship with our company are (i) Mr.

We define verified student users as users of our in-school student applications that have completed at least three homework assignments and we define registered parent users as users that have registered and logged onto our in-school parent application at least once since registration. Regional Educational Authorities We launched our teaching and learning SaaS offerings in September 2021.

We define verified student users as users of our in-school student applications that have completed at least three homework assignments and we define registered parent users as users that have registered and logged onto our in-school parent application at least once since registration. 80 Regional Educational Authorities We launched our teaching and learning SaaS offerings in September 2021.

Other Educational Products and Services We market our other educational products and services, including various online self-learning contents and products, and strengthen our brand recognition primarily through our proprietary user community at the moment. We leverage word-of-mouth referrals generated based on our general brand recognition and trust from prior users of our various products.

Other Educational Products and Services We market our other educational products and services, including various online self-learning contents and products, and strengthen our brand recognition primarily through our proprietary user community at the moment. We 86 leverage word-of-mouth referrals generated based on our general brand recognition and trust from prior users of our various products.

Personal information handlers shall bear responsibility for their personal information handling activities, and adopt necessary measures to safeguard the security of the personal information they handle. Otherwise, the personal information handlers will be ordered for rectification or suspension or termination of provision of services, confiscation of illegal income, subject to fines or other penalties.

Personal information handlers shall bear responsibility for their personal information handling activities, and adopt necessary measures to safeguard the security of the personal information they handle. Otherwise, the personal information handlers will be ordered for rectification or suspension or termination 97 of provision of services, confiscation of illegal income, subject to fines or other penalties.

This allows for comprehensive improvement of the overall quality of classroom instruction, ongoing enhancement of the regional curriculum evaluation system, and refinement of 79 educational content and approaches. As of the date of this annual report, the cloud classroom evaluation system project was implemented across 41 schools in Xicheng District of Beijing.

This allows for comprehensive improvement of the overall quality of classroom instruction, ongoing enhancement of the regional curriculum evaluation system, and refinement of educational content and approaches. As of the date of this annual report, the cloud classroom evaluation system project was implemented across 41 schools in Xicheng District of Beijing.

We price our teaching and learning SaaS offerings based on a number of factors, including the number of students and schools using our offerings, the particular combination of functions and hardware and the payment structure. We believe our in-school offerings provide substantial benefits for teachers, students, parents and educational authorities: For teachers .

We price our teaching and learning SaaS offerings based on a number of factors, including the number of students and schools using our offerings, the particular combination of functions and hardware and the payment structure. 78 We believe our in-school offerings provide substantial benefits for teachers, students, parents and educational authorities: For teachers .

Our teaching and learning SaaS offerings also support cloud-based recording of classroom sessions, allowing for the review and analysis of teaching and learning interactions. This feature assists teachers in improving their instructional quality and enables educational authorities to monitor and evaluate teaching practices.

Our teaching and learning SaaS offerings 82 also support cloud-based recording of classroom sessions, allowing for the review and analysis of teaching and learning interactions. This feature assists teachers in improving their instructional quality and enables educational authorities to monitor and evaluate teaching practices.

Development of the questions sets generally involves two major stages: • Preparation. Our development professionals source, reconfigure, collate, proofread and input questions that address local educational needs of different regions across China, and further contextualize, catalogue and categorize them on our system. • Recommendation.

We continually update and improve content of our product after each semester based on students’ and parents’ feedback and the latest insights we have gained from our in-school products. 83 Technology Technology is at the core of our business, driving our content development, product innovation and operational optimization.

We continually update and improve content of our product after each semester based on students’ and parents’ feedback and the latest insights we have gained from our in-school products. Technology Technology is at the core of our business, driving our content development, product innovation and operational optimization.

In July 2022, each of Guangzhou Qili’s shareholders entered into a power of attorney relating to the authorization of Guangzhou Qixiang, each of which includes terms substantially similar to the powers of attorneys relating to Beijing Yiqi Information as described above, respectively. Equity Interest Pledge Agreement.

Moreover, the Anti-Monopoly Law 106 promulgated by the Standing Committee of the National People’s Congress requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds be cleared by the Ministry of Commerce before they can be completed.

Moreover, the Anti-Monopoly Law promulgated by the Standing Committee of the National People’s Congress requires that transactions which are deemed concentrations and involve parties with specified turnover thresholds be cleared by the Ministry of Commerce before they can be completed.

We have not completed the registration of the equity interest pledge under the equity interest pledge agreement in relation to Beijing Yiqi Information and Guangzhou Qili. Agreements that allow us to receive economic benefits from the VIEs Exclusive Management Services and Business Cooperation Agreement.

We have not completed the registration of the equity interest pledge under the equity interest pledge agreement in relation to Beijing Yiqi Information and Guangzhou Qili. Agreements that allow us to receive economic benefits from the VIEs 113 Exclusive Management Services and Business Cooperation Agreement.

In addition, we have designed a set of effective systems to motivate children to develop good self-directed learning habits. 82 Our development professionals combine our accumulated education experience and our multi-dimensional, in-school learning data to develop content of our product.

In addition, we have designed a set of effective systems to motivate children to develop good self-directed learning habits. Our development professionals combine our accumulated education experience and our multi-dimensional, in-school learning data to develop content of our product.

According to these measures, any company that engages in the provision of commercial internet information services must obtain a sub-category VATS License for Internet Information Services, or the ICP License, from the government authorities before providing any commercial internet information services within the PRC.

According to these measures, any company that engages in the provision of 93 commercial internet information services must obtain a sub-category VATS License for Internet Information Services, or the ICP License, from the government authorities before providing any commercial internet information services within the PRC.

On November 28, 2019, the National Internet Information Office, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation further jointly issued a notice to classify and identify illegal collection and use of personal information.

On 96 November 28, 2019, the National Internet Information Office, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation further jointly issued a notice to classify and identify illegal collection and use of personal information.

Applicable PRC advertising laws, rules and regulations contain certain prohibitions on the content of advertisements in mainland China (including prohibitions on misleading content, superlative wording, socially 99 destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest).

Applicable PRC advertising laws, rules and regulations contain certain prohibitions on the content of advertisements in mainland China (including prohibitions on misleading content, superlative wording, socially destabilizing content or content involving obscenities, superstition, violence, discrimination or infringement of the public interest).

The scenarios covered include 78 classroom solutions, question banks, homework assignments, self-directed learning and multi-role reporting, among others. This digitalization helps to increase the efficiency and effectiveness of homework assignments, as well as core teaching and learning scenarios.

The covered scenarios include classroom solutions, question banks, homework assignments, self-directed learning and multi-role reporting, among others. This digitalization helps to increase the efficiency and effectiveness of homework assignments, as well as core teaching and learning scenarios.

In March 2022, Beijing Yiqi Hangfan, Beijing Yiqi Development and Beijing Yiqi Development’s shareholders entered into an exclusive management services and business cooperation agreement, which includes terms substantially similar to the exclusive management services and business cooperation agreement relating to Beijing Yiqi Information as described above.

In March 2022, Beijing Yiqi Hangfan, Beijing Yiqi Development and Beijing Yiqi Development’s shareholders entered into an exclusive management services and business cooperation agreement, which includes terms 114 substantially similar to the exclusive management services and business cooperation agreement relating to Beijing Yiqi Information as described above.

On March 10, 2023, the State Administration for Market Regulation promulgated the Provisions on Prohibition of Monopoly Agreements and the Provisions on Prohibition of Abuse of Market Dominance, effective on April 15, 2023 which improve the anti-monopoly rules regarding internet platform economy.

On March 10, 2023, the State Administration for Market 109 Regulation promulgated the Provisions on Prohibition of Monopoly Agreements and the Provisions on Prohibition of Abuse of Market Dominance, effective on April 15, 2023 which improve the anti-monopoly rules regarding internet platform economy.

The exclusive management services and business cooperation agreement shall remain in force during 112 the business operation period of Guangzhou Qixuan and Beijing Yiqi Information unless otherwise terminated earlier by consensus of the all parties to the exclusive management services and business cooperation agreement.

The exclusive management services and business cooperation agreement shall remain in force during the business operation period of Guangzhou Qixuan and Beijing Yiqi Information unless otherwise terminated earlier by consensus of the all parties to the exclusive management services and business cooperation agreement.

Additionally, other clients of ours, including the High School affiliated with Renmin University, Aerospace City School, Beijing No. 43 Middle School and Beijing Primary School 80 (Tongzhou Branch) were recognized as outstanding school-level models.

Additionally, other clients of ours, including the High School affiliated with Renmin University, Aerospace City School, Beijing No. 43 Middle School and Beijing Primary School (Tongzhou Branch) were recognized as outstanding school-level models.

We continually improve the accuracy of, and broaden the capabilities of, our computer vision technologies leveraging the vast amount of visual data we process. Big Data Algorithms Our algorithm technologies significantly improve the efficiency and precision of our content development and recommendation efforts.

We continually improve the accuracy of, and broaden the capabilities of, our computer vision technologies leveraging the vast amount of visual data we process. Big Data 85 Algorithms Our algorithm technologies significantly improve the efficiency and precision of our content development and recommendation efforts.

The providers of algorithmic recommendation services with the characteristics of public opinion or capacity of social mobilization must complete the filing with the Cyberspace Administration of China’s filing system within ten business days after the launch of its service. 98 On November 25, 2022, the Cyberspace Administration of China, the Ministry of Industry and Information Technology and Ministry of Public Security jointly issued the Administrative Provisions on Deep Synthesis of Internet Information Services, which took effect on January 10, 2023.

The providers of algorithmic recommendation services with the characteristics of public opinion or capacity of social mobilization must complete the filing with the Cyberspace Administration of China’s filing system within ten business days after the launch of its service. 100 On November 25, 2022, the Cyberspace Administration of China, the Ministry of Industry and Information Technology and Ministry of Public Security jointly issued the Administrative Provisions on Deep Synthesis of Internet Information Services, which took effect on January 10, 2023.

The Office of the Working Mechanism 90 of the Security Review of Foreign Investment, or the Office of the Working Mechanism, will be established under the National Development and Reform Commission, who will carry out routine work of security review on foreign investment.

The Office of the Working Mechanism of the Security Review of Foreign Investment, or the Office of the Working Mechanism, will be established under the National Development and Reform Commission, who will carry out routine work of security review on foreign investment.

These offerings help schools and teachers digitalize traditionally teaching resources to build an “internet + education” platform, achieve data synchronization across different education functions, and gain holistic insights about their teaching and students’ learning. Our teaching and learning SaaS offerings are built around independently configurable modules, with each module covering a distinct in-school learning scenario.

These offerings help schools and teachers digitalize traditional teaching resources to build an “internet + education” platform, achieve data synchronization across different education functions, and gain holistic insights about their teaching and students’ learning. Our teaching and learning SaaS offerings are built around independently configurable modules, with each module covering a distinct in-school learning scenario.

As of December 31, 2023, we had eight content development professionals, many of whom have extensive practical experience in a variety of related fields, such as teaching, educational statistics, algorithms and visual design. In-School Content The content in our massive, proprietary content library primarily includes localized homework and academic assessment questions sets and multimedia, interactive educational materials.

As of December 31, 2024, we had eight content development professionals, many of whom have extensive practical experience in a variety of related fields, such as teaching, educational statistics, algorithms and visual design. In-School Content The content in our massive, proprietary content library primarily includes localized homework and academic assessment questions sets and multimedia, interactive educational materials.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. You can also find information on our website at https://ir.17zuoye.com/investor-relations. The information contained on our website is not a part of this annual report. B.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. You can also find information on our website at https://ir.17zuoye.com. The information contained on our website is not a part of this annual report. B.

Property, Plant and Equipment Our principal regional executive offices are located in Beijing and Shanghai, China, and we have also leased offices in a number of other cities in China. Information on our leased properties as of December 31, 2023 is summarized below.

The proportion of Discretionary Foreign 102 Exchange Settlement of the foreign exchange capital of a foreign invested enterprise is temporarily set at 100%.

The proportion of Discretionary Foreign Exchange Settlement of the foreign exchange capital of a foreign invested enterprise is temporarily set at 100%.

The 110 powers of attorneys shall remain valid for the duration of the Exclusive Management Services and Business Cooperation Agreement.

The powers of attorneys shall remain valid for the duration of the Exclusive Management Services and Business Cooperation Agreement.

Regulation Relating to Foreign Investment Restrictions According to the latest Special Administrative Measures for the Entry of Investment (Negative List), or the Negative List, promulgated by the Ministry of Commerce and the National Development and Reform Commission, effective on January 1, 2022, the provision of value-added telecommunications services falls in the restricted industries and the percentage of foreign ownership cannot exceed 50% (except for e-commerce, domestic multi-party communication, store-and-forward and call center).

Regulation Relating to Foreign Investment Restrictions According to the latest Special Administrative Measures for the Entry of Investment (Negative List), or the Negative List, promulgated by the Ministry of Commerce and the National Development and Reform Commission, effective on November 1, 2024, the provision of value-added telecommunications services falls in the restricted industries and the percentage of foreign ownership cannot exceed 50% (except for e-commerce, domestic multi-party communication, store-and-forward and call center).

As of December 31, 2023, we had a team of technology professionals, whose expertise spans a broad range of related fields, from automatic speech recognition and evaluation, computer vision, algorithm engineering, big data analytics to operational and infrastructure maintenance.

As of December 31, 2024, we had a team of 54 technology professionals, whose expertise spans a broad range of related fields, from automatic speech recognition and evaluation, computer vision, algorithm engineering, big data analytics to operational and infrastructure maintenance.

Andy Chang Liu (99.0%), our founder, chairman and chief executive officer; and (ii) Mr. Zhan Xie (1.0%), a relative of Mr. Andy Chang Liu. (2) Shareholders of Beijing Yiqi Information and their respective shareholdings in Beijing Yiqi Information and relationship with our company are (i) Mr. Andy Chang Liu (99.0%), our founder, chairman and chief executive officer; and (ii) Mr.

Andy Chang Liu (99.0%), our founder, chairman and chief executive officer; and (ii) Mr. Zhan Xie (1.0%), a relative of Mr. Andy Chang Liu. (2) Shareholders of Beijing Yiqi Information and their respective shareholdings in Beijing Yiqi Information are (i) Mr. Andy Chang Liu (99.0%); and (ii) Mr. Zhan Xie (1.0%).

Location Space (in thousands of square meters) Lease Term (years) Beijing, China 6.7 1.0—4.0 Others 2.6 3.0—6.0 Total 9.3 We lease our premises under lease agreements from independent third parties. We believe that our existing facilities are generally adequate to meet our current needs, but we expect to seek additional space as needed to accommodate future growth. ITEM 4a.

Location Space (in thousands of square meters) Lease Term (years) Beijing, China 3.6 1.0—3.0 Others 0.7 2.0—5.0 Total 4.3 We lease our premises under lease agreements from independent third parties. We believe that our existing facilities are generally adequate to meet our current needs, but we expect to seek additional space as needed to accommodate future growth. 117

In March 2022, each of Beijing Yiqi Development’s shareholders entered into a power of attorney relating to the authorization of Beijing Yiqi Hangfan, each of which includes terms substantially similar to the powers of attorneys relating to Beijing Yiqi Information as described above, respectively.

In November 2024, each of Beijing Yiqi Development’s shareholders entered into a power of attorney relating to the authorization of Beijing Yiqi Hangfan in replace of the powers of attorney executed in March 2022, each of which includes terms substantially similar to the powers of attorneys relating to Beijing Yiqi Information as described above, respectively.

Regulation Relating to Taxation Enterprise Income Tax On March 16, 2007, the National People’s Congress enacted the Enterprise Income Tax Law, which was last amended on December 29, 2018, and on December 6, 2007, the State Council promulgated the Implementing Rules of the Enterprise Income Tax Law, which became effective on January 1, 2008 and was amended on April 23, 2019 (or collectively, the PRC EIT Law).

Regulation Relating to Taxation Enterprise Income Tax On March 16, 2007, the National People’s Congress enacted the Enterprise Income Tax Law, which was last amended on December 29, 2018, and on December 6, 2007, the State Council promulgated the Implementing Rules of the Enterprise Income Tax Law, which became effective on January 1, 2008 and was last amended on December 6, 2024 and effective on January 20, 2025, (or collectively, the PRC EIT Law).

The New Filing Rules consist of six sets of rules, including the Trial Administration Measure of Overseas Securities Offerings and Listings by Domestic Companies, or the Overseas Listing Trial Measures, and five relevant guidelines.

The New Filing Rules consist of eight sets of rules, including the Trial Administration Measure of Overseas Securities Offerings and Listings by Domestic Companies, or the Overseas Listing Trial Measures, and seven relevant guidelines.

In March 2022, Beijing Yiqi Hangfan, Beijing Yiqi Development and Beijing Yiqi Development’s shareholders entered into an equity interest pledge agreement, which includes terms substantially similar to the equity interest pledge agreement relating to Beijing Yiqi Information as described above. 111 In July 2022, Guangzhou Qixiang, Guangzhou Qili and Guangzhou Qili’s shareholders entered into an equity interest pledge agreement, which includes terms substantially similar to the equity interest pledge agreement relating to Beijing Yiqi Information as described above.

In July 2022, Guangzhou Qixiang, Guangzhou Qili and Guangzhou Qili’s shareholders entered into an equity interest pledge agreement, which includes terms substantially similar to the equity interest pledge agreement relating to Beijing Yiqi Information as described above.

Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Our current corporate structure and business operations may be affected by the Foreign Investment Law” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the mainland China legal system could adversely affect us.” 115 D.

Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—Our current corporate structure and business operations may be affected by the Foreign Investment Law” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Evolution of the mainland China legal system could adversely affect us.” D.

The new rules for the filing-based administration of overseas securities offerings and listings by Chinese domestic companies released on February 17, 2023, or New Filing Rules, establish a new filing-based regime to regulate overseas offerings and listings by domestic companies.

The new rules for the filing-based administration of overseas securities offerings and listings by Chinese domestic companies released from February 2023 to May 2024, or New Filing Rules, establish a new filing-based regime to regulate overseas offerings and listings by domestic companies.

“Online publishing services” refer to the provision of online publications to the public through information networks; and “online publications” refer to digital works with publishing features such as having been edited, produced or processed and are available to the public through information networks, including: (i) written works, pictures, maps, games, cartoons, audio/video reading materials and other original digital works containing useful knowledge or ideas in the field of literature, art, science or other fields; (ii) digital works of which the content is identical to that of any published book, newspaper, periodical, audio/video product, electronic publication or the like; (iii) network literature databases or other digital works, derived from any of the aforesaid works by selection, arrangement, collection or other means; and (iv) other types of digital works as may be determined by the SAPPRFT. 93 Regulation Relating to Internet Information Security and Privacy Protection The PRC Constitution states that the PRC laws protect the freedom and privacy of communications of citizens and prohibit infringement of such rights.

Shanghai WFOE, Guangzhou Qixiang, Guangzhou Qixuan and Beijing Yiqi Hangfan are our PRC subsidiaries, which we refer to as our WFOEs in this annual report, and they are foreign-invested enterprises under PRC Laws.

We are an exempted company incorporated in the Cayman Islands. Shanghai WFOE, Guangzhou Qixiang, Guangzhou Qixuan and Beijing Yiqi Hangfan are our PRC subsidiaries, which we refer to as our WFOEs in this annual report, and they are foreign-invested enterprises under PRC Laws.

Our dedicated content moderation and risk management personnel monitor our content on our in-school and after-school products. 85 Corporate Social Responsibility Deeply rooted in China’s K-12 education ecosystem, we regularly engage in corporate social responsibility initiatives under the brand 17 Cares to promote educational equality. 17 Cares focuses on using our experience, technologies and resources to improve the quality of K-12 education in impoverished regions in China.

Corporate Social Responsibility Deeply rooted in China’s K-12 education ecosystem, we regularly engage in corporate social responsibility initiatives under the brand 17 Cares to promote educational equality. 17 Cares focuses on using our experience, technologies and resources to improve the quality of K-12 education in impoverished regions in China.

The high-frequency interactions we have across our products and our unique access to a large amount of mission-critical learning data also give us deep insight across all of our user groups. These position us to gain a leading edge in the education services industry.

The high-frequency interactions we have across our products and our unique access to a large amount of mission-critical learning data also give us deep insight across all of our user groups.

Our Current Teaching and Learning SaaS Offerings We launched our teaching and learning SaaS offerings in September 2021 as an upgrade to our smart in-school classroom solutions, leveraging the experience and insights we have gained and our leading market position.

These position us to gain a leading edge in the education services industry. 79 Our Current Teaching and Learning SaaS Offerings We launched our teaching and learning SaaS offerings in September 2021 as an upgrade to our smart in-school classroom solutions, leveraging the experience and insights we have gained and our leading market position.

The Administrative Measures on Internet Information Services, promulgated by the PRC State Council and as last amended on January 8, 2011, sets forth more specific rules on the provision of internet information services.

The Administrative Measures on Internet Information Services, promulgated by the PRC State Council and as last amended on December 6, 2024 and effective on January 20, 2025, sets forth more specific rules on the provision of internet information services.

We ceased offering tutoring services related to K-12 Academic AST Services in mainland China by December 31, 2021. 75 To further expand our business operations, we set up Beijing Qili Technology Co., Ltd., or Beijing Qili, in October 2021 and further entered into a series of contractual arrangements with Beijing Qili and its shareholders through which our wholly owned subsidiary Shanghai WFOE gained the ability to direct the business operations of Beijing Qili in October 2021.

To further expand our business operations, we set up Beijing Qili Technology Co., Ltd., or Beijing Qili, in October 2021 and further entered into a series of contractual arrangements with Beijing Qili and its shareholders through which our wholly owned subsidiary Shanghai WFOE gained the ability to direct the business operations of Beijing Qili in October 2021.

Failure to comply with the registration procedures set forth in SAFE Circular 37 and the subsequent notice, or making misrepresentation on or failure to disclose controllers of the foreign invested enterprise that is established through round-trip investment, may result in restrictions being imposed on the foreign exchange activities of the relevant foreign invested enterprise, including payment of dividends and other distributions, such as proceeds from any reduction in capital, share transfer or liquidation, to its offshore parent or affiliate, and the capital inflow from the offshore parent, and may also subject relevant PRC residents or entities to penalties under the PRC Foreign Exchange Administration Regulations. 104 Regulation on Stock Incentive Plans SAFE promulgated the Circular of the State Administration of Foreign Exchange on Issues concerning the Administration of Foreign Exchange Used for Domestic Individuals’ Participation in Equity Incentive Plans of Companies Listed Overseas on February 15, 2012, replacing the previous rules issued by SAFE in March 2007.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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2023 filing

2024 filing

Our board of directors determines the exercise price for each option grant in its absolute discretion, which in any event should not be less than the par value of the share and is stated in the relevant award letter.

Compensation Committee. Our compensation committee consists of Bing Yuan, Jiawei Gan and Minghui Wu. Jiawei Gan is the chairperson of our compensation committee. We have determined that each of Bing Yuan, Jiawei Gan and Minghui Wu satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.

Our compensation committee consists of Bing Yuan, Jiawei Gan and Minghui Wu. Jiawei Gan is the chairperson of our compensation committee. We have determined that each of Bing Yuan, Jiawei Gan and Minghui Wu satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.

Under the applicable regulations in mainland China, we are required to participate in various government-sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where our employees are based.

Under the applicable regulations in mainland China, we are required to participate in various government-sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including bonuses 141 and allowances, of employees up to a maximum amount specified by the local government from time to time at locations where our employees are based.

Minghui Wu is China Cyberport Building, No. 1 Wangling North Road, Chaoyang District, Beijing, China. For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.

Minghui Wu is China Cyberport Building, No. 1 Wangling North Road, Chaoyang District, Beijing, China. 142 For each person or group included in this column, percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group with respect to all outstanding shares of our Class A and Class B ordinary shares as a single class.

She also served as an operation manager and corporate development supervisor at 135 Lenovo Research from June 2003 to July 2005 and from July 2001 to June 2003, respectively. Ms. Ai received her bachelor’s degree in economics and hotel management from Beijing International Studies University in July 1999. Mr. Jiawei Gan has served as our independent director since December 2020.

She also served as an operation manager and corporate development supervisor at Lenovo Research from June 2003 to July 2005 and from July 2001 to June 2003, respectively. Ms. Ai received her bachelor’s degree in economics and hotel management from Beijing International Studies University in July 1999. Mr. Jiawei Gan has served as our independent director since December 2020. Mr.

Options granted under the 2015 Plan are evidenced by an award letter that sets forth the terms, conditions and limitations for each award, which is subject to any modification as determined by our board of directors from time to time. Eligibility.

Options granted under the 2018 Plan are evidenced by an award letter that sets forth the terms, conditions and limitations for each award, which is subject to any modification as determined by our board of directors from time to time. Eligibility.

In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.

In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. 140 Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.

Success Tycoon Limited is a company wholly-owned by Sunwei Chen. The business address of Sunwei Chen is c/o 16/F, Siting Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong. The business address of Walden Investments Group Limited is 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong.

Success Tycoon Limited is a company wholly-owned by Sunwei Chen. The business address of Sunwei Chen is c/o 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong. The business address of Walden Investments Group Limited is 16/F, Shing Lee Commercial Building, 8 Wing Kut Street, Central, Hong Kong.

Prior to joining Hony Capital, Mr. Yuan served as a managing director of the special situation group of Morgan Stanley Asia Limited from 2008 to 2009. Before that, Mr. Yuan served as a managing director of the investment banking division of Morgan Stanley Asia Limited from April 2004 to June 2008. Prior to that, Mr.

Prior to joining Hony Capital, Mr. Yuan served as a 133 managing director of the special situation group of Morgan Stanley Asia Limited from 2008 to 2009. Before that, Mr. Yuan served as a managing director of the investment banking division of Morgan Stanley Asia Limited from April 2004 to June 2008. Prior to that, Mr.

The plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by the plan administrator. Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the plan.

The plan permits the awards of options, restricted shares, restricted share units or any other type of awards approved by the plan administrator. 136 Plan Administration. Our board of directors or a committee of one or more members of the board of directors will administer the plan.

The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.

The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. 143 Our ordinary shares are divided into Class A ordinary shares and Class B ordinary shares.

The business address of Jasmine City Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VGI110, British Virgin Islands. The business address of Success Tycoon Limited is Vistra Corporate Services Centre, Wickham Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

The business address of Jasmine City Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The business address of Success Tycoon Limited is Vistra Corporate Services Centre, Wickham Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and 141 • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. 139 Compensation Committee.

The maximum aggregate number of ordinary 136 shares that may be issued pursuant to all options under the 2015 Plan is 59,899,375 ordinary shares.

The maximum aggregate number of ordinary shares that may be issued pursuant to all options under the 2015 Plan is 59,899,375 ordinary shares.

(5) Represents (i) 25,550,628 Class A ordinary shares (including 25,550,625 Class A ordinary shares in the form of ADSs) held by Walden Investments Group Limited, a British Virgin Islands limited liability company, (ii) 10,000,000 Class A ordinary shares represented by 200,000 ADS, held by Success Tycoon Limited, a British Virgin Islands limited liability company, and (iii) 42,220 Class A ordinary shares represented by 844 ADSs, held by Sunwei Chen.

(3) Represents (i) 25,550,628 Class A ordinary shares (including 25,550,625 Class A ordinary shares in the form of ADSs) held by Walden Investments Group Limited, a British Virgin Islands limited liability company, (ii) 10,000,000 Class A ordinary shares represented by 200,000 ADS, held by Success Tycoon Limited, a British Virgin Islands limited liability company, and (iii) 42,220 Class A ordinary shares represented by 844 ADSs, held by Sunwei Chen.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. 144 E.

We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes. E.

Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 29, 2024 by: • each of our directors and executive officers; and • each of our principal shareholders who beneficially owns 5% or more of our total outstanding ordinary shares.

Share Ownership Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by: • each of our directors and executive officers; and • each of our principal shareholders who beneficially owns 5% or more of our total outstanding ordinary shares.

Unless terminated earlier, the plan has a term of ten years from its date of effectiveness. Our board of directors has the authority to terminate, amend or modify the plan, provided that we shall obtain shareholder approval to the extent necessary to comply with applicable law or stock exchange rules, unless we decide to follow home country practice.

Unless terminated earlier, the plan has a term from its date of effectiveness to December 31, 2035. Our board of directors has the authority to terminate, amend or modify the plan, provided that we shall obtain shareholder approval to the extent necessary to comply with applicable law or stock exchange rules, unless we decide to follow home country practice.

Kuanghao Zhang. (4) Represents (i) 22,308,979 Class A ordinary shares held by H Capital I, L.P., (ii) 13,552,176 Class A ordinary shares held by H Capital II, L.P., (iii) 12,611,931 Class A ordinary shares held by H Capital IV, L.P., and (iv) 9,500,000 Class A ordinary shares represented by 190,000 ADSs, held by H Capital V, L.P.

(2) Represents (i) 22,308,979 Class A ordinary shares held by H Capital I, L.P., (ii) 13,552,176 Class A ordinary shares held by H Capital II, L.P., (iii) 12,611,931 Class A ordinary shares held by H Capital IV, L.P., and (iv) 9,500,000 Class A ordinary shares represented by 190,000 ADSs, held by H Capital V, L.P.

Compensation of Directors and Executive Officers For the year ended December 31, 2023, we paid an aggregate of RMB22.8 million (US$3.2 million) in cash to our executive officers and our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Compensation of Directors and Executive Officers For the year ended December 31, 2024, we paid an aggregate of RMB9.2 million (US$1.3 million) in cash to our executive officers and our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

The following paragraphs summarize the principal terms of the 2015 Plan. Grant of options. The 2015 Plan permits us to grant a certain amount of options to eligible employees to subscribe for a specified number of our ordinary shares at a specified price during specified time periods. Plan Administration.

The 2015 Plan permits us to grant a certain amount of options to eligible employees to subscribe for a specified number of our ordinary shares at a specified price during specified time periods. Plan Administration.

The following paragraphs summarize the principal terms of the 2018 Plan. Grant of options. The 2018 Plan permits us to grant a certain amount of options to eligible employees to subscribe for a specified number of our ordinary shares at a specified price during specified time periods. Plan Administration.

The 2018 Plan permits us to grant a certain amount of options to eligible employees to subscribe for a specified number of our ordinary shares at a specified price during specified time periods. Plan Administration.

Termination and Amendment. Unless terminated earlier, the 2015 Plan has a term of ten years from its date of effectiveness. We may at any time terminate the 2015 Plan by an ordinary resolution of the shareholders or a resolution of our board of directors.

Termination and Amendment. Unless terminated earlier, the 2015 Plan has a term from its date of effectiveness to December 31, 2035. We may at any time terminate the 2015 Plan by an ordinary resolution of the shareholders or a resolution of our board of directors.

Termination and Amendment. Unless terminated earlier, the 2018 Plan has a term of ten years from its date of effectiveness. We may at any time terminate the 2018 Plan by an ordinary resolution of the shareholders or a resolution of our board of directors.

Termination and Amendment. Unless terminated earlier, the 2018 Plan has a term from its date of effectiveness to December 31, 2035. We may at any time terminate the 2018 Plan by an ordinary resolution of the shareholders or a resolution of our board of directors.

The plan administrator determines the exercise or purchase price, as applicable, for each award, which is stated in the relevant award agreement. Options that are vested and exercisable will terminate if they are not exercised prior to the time as the plan administrator determines at the time of grant.

(1) — 58,453,168 58,453,168 15.1 84.2 H Capital Entities (4) 57,973,086 — 57,973,086 15.0 2.8 Walden Investments Entities (5) 35,592,848 — 35,592,848 9.2 1.7 Notes: * Less than 1% of our total outstanding shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is 16/F, Block B, Wangling Greenland Center, Chaoyang District, Beijing 100102, People’s Republic of China.

(1) — 58,453,168 58,453,168 13.2 45.8 Future Glory Technology Holdings Limited (1) — 58,453,168 58,453,168 13.2 45.8 H Capital Entities (2) 57,973,086 — 57,973,086 13.1 1.5 Walden Investments Entities (3) 35,592,848 — 35,592,848 8.0 0.9 Notes: * Less than 1% of our total outstanding shares. ** Except as indicated otherwise below, the business address of our directors and executive officers is 16/F, Block B, Wangling Greenland Center, Chaoyang District, Beijing 100102, People’s Republic of China.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. 140 Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, direct or end customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; (iii) seek directly or indirectly, to solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged by us; or (iv) otherwise interfere with our business or accounts.

Specifically, each executive officer has agreed not to (i) approach our suppliers, clients, direct or end customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as 138 principal, partner, licensor or otherwise, any of our competitors, without our express consent; (iii) seek directly or indirectly, to solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged by us; or (iv) otherwise interfere with our business or accounts.

As of February 29, 2024, options to purchase 21,137,426 ordinary shares under the 2020 Plan have been granted and remain outstanding, and 5,130,305 restricted share units under the 2020 Plan were granted to Mr. Andy Chang Liu, our founder, chairman and chief executive officer, each evidencing the rights to receive one Class B ordinary share upon vesting.

As of February 28, 2025, options to purchase 55,655,909 ordinary shares under the 2020 Plan have been granted and remain outstanding, and 5,130,305 restricted share units under the 2020 Plan were granted to Mr. Andy Chang Liu, our founder, chairman and chief executive officer, each evidencing the rights to receive one Class B ordinary share upon vesting.

Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

Our directors also owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.

The following table sets forth the numbers of our full-time employees categorized by function as of December 31, 2023: Function Number of Employees Content development 8 Technology 74 Operation 254 Sales and marketing 105 General and administrative 62 Total 503 We enter into standard labor contracts with our full-time employees with non-compete and confidentiality provisions.

The following table sets forth the numbers of our full-time employees categorized by function as of December 31, 2024: Function Number of Employees Content development 8 Technology 54 Operation 148 Sales and marketing 88 General and administrative 42 Total 340 We enter into standard labor contracts with our full-time employees with non-compete and confidentiality provisions.

The 5,130,305 restricted share units granted to Mr. Liu had become fully vested upon the completion of our initial public offering. As of the date of this report, 32,784,050 ordinary shares remain available to be issued pursuant to future grants of options under the 2020 Plan. The following paragraphs summarize the principal terms of the 2020 Plan. Type of Awards.

The 5,130,305 restricted share units granted to Mr. Liu had become fully vested upon the completion of our initial public offering. As of the date of this report, 9,243,536 ordinary shares remain available to be issued pursuant to future grants of options under the 2020 Plan.

The nominating and corporate governance committee is responsible for, among other things: • selecting and recommending to the board nominees for election by the shareholders or appointment by the board; • reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity; • making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and • advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken. 142 Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests.

To our knowledge, as of February 29, 2024, 360,372,985 of our ordinary shares were held by record holders in the United States, which was The Bank of New York Mellon, the depositary of our ADS program.

To our knowledge, as of February 28, 2025, 268,268,835 of our ordinary shares were held by record holders in the United States, which was The Bank of New York Mellon, the depositary of our ADS program.

As of February 29, 2024, options to purchase 9,736,221 ordinary shares under the 2015 Plan have been granted and remain outstanding, excluding options that were exercised, forfeited or canceled after the relevant grant dates, 1,142,641 unvested restricted shares are outstanding, and 5,239,201 ordinary shares remain available to be issued pursuant to future grants of options under the 2015 Plan.

As of February 28, 2025, options to purchase 9,766,971 ordinary shares under the 2015 Plan have been granted and remain outstanding, excluding options that were exercised, forfeited or canceled after the relevant grant dates, nil unvested restricted shares are outstanding, and 5,799,501 ordinary shares remain available to be issued pursuant to future grants of options under the 2015 Plan.

As of February 29, 2024, options to purchase 1,770,728 ordinary shares under the 2018 Plan have been granted and remain outstanding, excluding options that were exercised, forfeited or canceled after the relevant grant dates, 766,666 137 unvested restricted shares are outstanding, and 5,264,626 ordinary shares remain available to be issued pursuant to future grants of options under the 2018 Plan.

As of February 28, 2025, options to purchase 1,519,561 ordinary shares under the 2018 Plan have been granted and remain outstanding, excluding options that were exercised, forfeited or canceled after the relevant grant dates, 106,667 unvested restricted shares are outstanding, and 5,480,043 ordinary shares remain available to be issued pursuant to future grants of options under the 2018 Plan.

The date of expiration of each grant may be determined by our board of directors, which should not be later than the tenth anniversary of the date of grant in respect of such option. Transfer Restrictions.

The date of expiration of each grant may be determined by our board of directors, which should not be later than December 31, 2035. Transfer Restrictions.

As of February 29, 2024, our employees other than directors and executive officers as a group held options to purchase 28,044,375 ordinary shares, each with an exercise price of US$0.0014 per share, and are entitled to receive 133,333 ordinary shares subject to the applicable vesting schedules of unvested restricted shares. 139 The following table summarizes, as of February 29, 2024, the outstanding options and unvested restricted shares that we had granted to our directors and executive officers.

As of February 28, 2025, our employees other than directors and executive officers as a group held options to purchase 62,342,441 ordinary shares, each with an exercise price of US$0.0014 per share, and are entitled to receive nil ordinary shares subject to the applicable vesting schedules of unvested restricted shares.

Wen received his bachelor’s degree in financial management from Xi’an Jiaotong University in 2007. Mr. Kuanghao Zhang has worked as our senior vice president since August 2018, in which capacity he oversees our after-school business. Prior to joining us, Mr.

Liu received his bachelor’s degree and master’s degree in chemical engineering and technology from Tianjin University in 2001 and 2004, respectively. Mr. Kuanghao Zhang has worked as our senior vice president since August 2018, in which capacity he oversees our after-school business. Prior to joining us, Mr.

As of February 29, 2024, the maximum aggregate number of ordinary shares 138 that may be issued pursuant to all awards under the 2020 Plan is 61,470,854 ordinary shares.

As of February 28, 2025, the maximum aggregate number of ordinary shares that may be issued pursuant to all awards under the 2020 Plan is 71,664,073 ordinary shares.

Name Ordinary Shares Underlying Outstanding Options Exercise Price (US$/Share) Date of Grant Date of Expiration Qin Wen * (1) — July 10, 2017 — * (1) — January 10, 2019 — * (1) — October 10, 2020 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 Kuanghao Zhang * (1) — August 6, 2018 — * (1) — October 10, 2018 — * (1) — January 10, 2019 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 Michael Chao Du * (1) — February 17, 2020 — * (1) — October 10, 2020 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 Na Ai * (1) — May 14, 2015 — * (1) — August 25, 2015 — * (1) — July 1, 2016 — * (1) — October 10, 2020 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 Total 1,775,974 Note: * Less than 1% of our total ordinary shares as of February 29, 2024.

The following table summarizes, as of February 28, 2025, the outstanding options and unvested restricted shares that we had granted to our directors and executive officers. 137 Name Ordinary Shares Underlying Outstanding Options Exercise Price (US$/Share) Date of Grant Date of Expiration Kuanghao Zhang * (1) — August 6, 2018 — * (1) — October 10, 2018 — * (1) — January 10, 2019 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 Michael Chao Du * (1) — February 17, 2020 — * (1) — October 10, 2020 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 5,000,000 0.0014 October 10, 2024 October 10, 2034 5,000,000 0.0014 October 10, 2024 October 10, 2034 Na Ai * (1) — May 14, 2015 — * (1) — August 25, 2015 — * (1) — July 1, 2016 — * (1) — October 10, 2020 — * 0.0014 July 10, 2021 July 10, 2031 * 0.0014 January 10, 2022 January 10, 2032 5,000,000 0.0014 October 10, 2024 October 10, 2034 Total 18,400,000 Note: * Less than 1% of our total ordinary shares as of February 28, 2025.

The calculations in the table below are based on 329,138,479 Class A ordinary shares and 58,453,168 Class B ordinary shares issued and outstanding as of February 29, 2024. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

The calculations in the table below are based on 325,679,169 Class A ordinary shares and 116,906,336 Class B ordinary shares issued and outstanding as of February 28, 2025. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.

Mr. Gan has served as an operating partner of Hillhouse Capital Group since 2018, responsible for providing consulting services to invested companies. From 2011 to 2016, Mr. Gan worked in several positions at Meituan (HKEX: 3690), including as chief operation officer and president of the in-store food voucher business unit. From 2000 to 2011, Mr.

Gan worked in several positions at Meituan (HKEX: 3690), including as chief operation officer and president of the in-store food voucher business unit. From 2000 to 2011, Mr.

Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a one-for-one basis, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. 145 (1) Represents 58,453,168 Class B ordinary shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company.

Directors and Executive Officers Age Position/Title Andy Chang Liu 45 Founder, Chairman and Chief Executive Officer Qin Wen 39 Director and Chief Operating Officer Kuanghao Zhang 36 Senior Vice President Michael Chao Du 38 Director and Chief Financial Officer Na Ai 45 Director and Vice President Jiawei Gan 54 Independent Director Bing Yuan 55 Independent Director Minghui Wu 42 Independent Director Mr.

Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this annual report. 132 Directors and Executive Officers Age Position/Title Andy Chang Liu 46 Founder, Chairman and Chief Executive Officer Kuanghao Zhang 37 Senior Vice President Michael Chao Du 39 Director and Chief Financial Officer Na Ai 46 Director and Vice President Jiawei Gan 55 Independent Director Bing Yuan 56 Independent Director Minghui Wu 43 Independent Director Mr.

Ordinary Shares Beneficially Owned Class A Ordinary Shares Class B Ordinary Shares Total Ordinary Shares % of Beneficial Ownership % of Aggregate Voting Power Directors and Executive Officers**: Andy Chang Liu (1) — 58,453,168 58,453,168 15.1 84.2 Qin Wen (2) 6,900,000 — 6,900,000 1.8 0.3 Kuanghao Zhang (3) 3,999,999 — 3,999,999 1.0 0.2 Michael Chao Du * — * * * Na Ai * — * * * Jiawei Gan * — * * * Bing Yuan — — — — — Minghui Wu — — — — — All Directors and Executive Officers as a Group 14,997,666 58,453,168 73,450,834 19.0 84.9 Principal Shareholders: Fluency Holding Ltd.

Ordinary Shares Beneficially Owned Class A Ordinary Shares Class B Ordinary Shares Total Ordinary Shares % of Beneficial Ownership % of Aggregate Voting Power Directors and Executive Officers**: Andy Chang Liu (1) * 116,906,336 116,906,336 26.4 91.5 Kuanghao Zhang * — * * * Michael Chao Du * — * * * Na Ai * — * * * Jiawei Gan — — — — — Bing Yuan — — — — — Minghui Wu — — — — — All Directors and Executive Officers as a Group 15,604,300 116,906,336 132,510,636 29.9 91.9 Principal Shareholders: Fluency Holding Ltd.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 146 F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. IT EM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B.

Employees We had a total of 1,459, 480 and 503 employees as of December 31, 2021, 2022 and 2023, respectively. As of December 31, 2023, substantially all of our employees were based in mainland China.

Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. D. Employees We had a total of 480, 503 and 340 employees as of December 31, 2022, 2023 and 2024, respectively. As of December 31, 2024, substantially all of our employees were based in mainland China.

The business address of Fluency Holding Ltd. is Quastislcy Building, PO Box 4389, Road Town, Tortola, British Virgin Islands. 6,611,302 Class B ordinary shares held by Fluency Holding Ltd. have been pledged as collateral for a secured loan. (2) Represents 6,900,000 Class A ordinary shares held by Mr. Qin Wen. (3) Represents 3,999,999 Class A ordinary shares held by Mr.

The business address of Future Glory Technology Holdings Limited is Craigmuir Chambers, Road Town, Tortola VG 1110, British Virgin Islands. 6,611,302 Class B ordinary shares held by Fluency Holding Ltd. and 58,453,168 Class B ordinary shares held by Future Glory Technology Holdings Limited have been pledged as collateral for certain secured loans.

Fluency Holding Ltd. is wholly owned by Simple Prosperity Limited, which is wholly owned by Vista Trust (Singapore) Pte. Limited, the trustee of Sunny Trust. Mr. Andy Chang Liu is the settler of Sunny Trust, and Mr. Andy Chang Liu and his family members are the beneficiaries of Sunny Trust.

(1) Represents (i) 11,100 Class A ordinary shares beneficially owned in the form of ADSs, (ii) 58,453,168 Class B ordinary shares held by Fluency Holding Ltd., a British Virgin Islands limited liability company. Fluency Holding Ltd. is wholly owned by Simple Prosperity Limited, which is wholly owned by Vista Trust (Singapore) Pte. Limited, the trustee of Sunny Trust. Mr.

Removed

item 6. DIRECTO RS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

Added

ITEM 6. DIRECTORS, SENIO R MANAGEMENT AND EMPLOYEES A.

Removed

Liu received his bachelor’s degree and master’s degree in chemical engineering and technology from Tianjin University in 2001 and 2004, respectively. Mr. Qin Wen has worked as our chief operating officer since February 2019, in which capacity he oversees our in-school business. Mr. Wen has also served as our director since December 2020. Prior to that, Mr.

Added

Gan has served as the Investment Advisor of Fargo Wealth Group since 2019, responsible for providing investment advices. From 2018 to 2022, Mr. Gan served as an operating partner of Hillhouse Capital Group. From 2011 to 2016, Mr.

Removed

Wen worked at our company in several positions, including vice president of in-school solution, from May 2017 to February 2019. From 2010 to 2017, Mr.

Added

On April 23, 2025, the Company approved an amendment to the 2015 Plan to extend the expiration date of the plan to December 31, 2035. The following paragraphs summarize the principal terms of the 2015 Plan. Grant of options.

Removed

Wen worked in several positions at Meituan (HKEX: 3690), including as general manager of the retailing business unit and chief financial officer of the in-store dining business group, general manager of the in-store visits business unit, senior director of product operations department, director of sales operations department and city manager of Xi’an. Mr.

Added

On April 23, 2025, the Company approved an amendment to the 2018 Plan to extend the expiration date of the plan to December 31, 2035. The following paragraphs summarize the principal terms of the 2018 Plan. Grant of options.

Removed

However, the maximum exercisable term is ten years from the date of grant. Transfer Restrictions.

Added

On April 23, 2025, the Company approved an amendment of the 2015 Plan to extend the expiration date of the plan to December 31, 2035. The following paragraphs summarize the principal terms of the 2020 Plan. Type of Awards.

Removed

Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors. 143 Board Diversity Matrix Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors.

Added

Removed

Board Diversity Matrix (As of February 29, 2024) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 6 — — Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background — D.

Added

Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly, and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose.

Removed

As of December 31, 2023 and 2022, we had nil dedicated and full-time tutors outsourced by a third-party service provider as we ceased offering tutoring services related to K-12 Academic AST Services at the end of 2021.

Added

Andy Chang Liu is the settler of Sunny Trust, and Mr.

Removed

In 2021, we engaged the third-party service provider through service outsourcing agreements to help us recruit, train and manage tutors at our request and settle monthly payment of fees to tutors. The tutors entered into employment or service contracts with the third-party service provider and were not our employees.

Added

Andy Chang Liu and his family members are the beneficiaries of Sunny Trust, and (iii) 58,453,168 Class B ordinary shares held by Future Glory Technology Holdings Limited, a British Virgin Islands limited liability company, which is wholly-owned by Future Adventures Investment Holdings Limited, a company incorporated under the laws of British Virgin Islands and wholly-owned by Mr. Andy Chang Liu.

Added

The business address of Fluency Holding Ltd. is Quastislcy Building, PO Box 4389, Road Town, Tortola, British Virgin Islands.

Added

Related Party Transactions Contractual Arrangements with the VIEs See “Item 4. Information on the Company—C. Organizational Structure.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation of Directors and Executive Officers—Employment Agreements and Indemnification Agreements.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B.

Added

Compensation of Directors and Executive Officers—Share Incentive Plan.” Transactions with Our Shareholders Transactions with Mr. Andy Chang Liu. In March 2024, we entered into a share purchase agreement with Mr. Andy Chang Liu, our founder, chairman and chief executive officer, pursuant to which we proposed to issue, and Mr.

Added

Andy Chang Liu proposed to subscribe for 58,453,168 Class B ordinary shares of our company for an aggregate consideration of US$3,109,708.54, or the Share Subscription. The Share Subscription was closed, and the subscribed shares were issued to Mr. Liu, on November 13, 2024. On March 25, 2025, we entered into a share purchase agreement with Mr.

Added

Andy Chang Liu, pursuant to which we proposed to issue, and Mr.

Added

Andy Chang Liu proposed to subscribe for 83,093,664 Class B ordinary shares and 18,252,336 Class A ordinary shares of our company at a total subscription price of US$4,027,774.81, based on the average closing price per ordinary share for the 30 trading days preceding the date of the share purchase agreement.

Added

Shareholders Agreement We entered into the sixth amended and restated shareholders agreement with our shareholders in November 2020. The sixth amended and restated shareholders agreement provides for certain shareholders’ rights, including information and inspection rights, right of participation, right of first refusal and co-sale rights, drag-along rights and contains provisions governing our board of directors and other corporate governance matters.

Added

The special rights, as 144 well as the corporate governance provisions, automatically terminated upon the completion of our initial public offering. Registration Rights We have granted certain registration rights to our shareholders. Set forth below is a description of the registration rights granted under the sixth amended and restated shareholders agreement. Demand Registration Rights.

Added

At any time after the earlier of (i) June 26, 2024 or (ii) the taking effect of a registration statement for our initial public offering, holders of at least 30% of the registrable securities then outstanding have the right to demand by written notice that we file a registration statement covering the registration of a minimum of 20% of the registrable securities (or any lesser percentage if the anticipated gross proceeds from the offering are to exceed US$100,000,000).

Added

We have a right to defer filing of a registration statement for a period of not more than 90 days after receipt of the request of the initiating holders on the condition that we furnish to the holders requesting registration a certificate signed by our president or our chief executive officer stating that in the good faith judgment of our board of directors it would be materially detrimental to us and our shareholders for such registration statement to be filed at such time.

Added

However, we cannot exercise the deferral right more than once during any 12-month period and cannot register any other securities during such period. We are obligated to effect no more than two demand registrations that have been declared effective.

… 273 more changes not shown on this page.

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