UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of June 2020

 


 

Commission File Number: 001-37790

 


 

CHINA ONLINE EDUCATION GROUP

 

6th Floor Deshi Building North

Shangdi Street, Haidian District

Beijing 100085

The People’s Republic of China

Tel: +86 10-5692 8909

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F        x         Form 40-F    o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

EXPLANATORY NOTE

 

The documents attached as exhibit 5.1, 8.1, 8.2, 23.2 and 23.3 to this Current Report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 of China Online Education Group (File No. 333-237575).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

CHINA ONLINE EDUCATION GROUP

 

 

 

 

 

 

 

 

 

 

 

 

By

:

/s/ Min Xu

 

 

Name

:

Min Xu

 

 

Title

:

Chief Financial Officer

 

 

Date: June 3, 2020

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

5.1

 

Opinion of Travers Thorp Alberga

8.1

 

Opinion of Travers Thorp Alberga regarding certain Cayman Islands tax matters (included in Exhibit 5.1)

8.2

 

Opinion of Tian Yuan Law Firm regarding certain PRC tax matters

23.2

 

Consent of Travers Thorp Alberga (included in Exhibit 5.1)

23.3

 

Consent of Tian Yuan Law Firm (included in Exhibit 8.2)

 

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Exhibit 5.1

 

 

Office:                                +852 2801 6066

Mobile:                            +852 9718 8740

Email:                                 rthorp@tta.lawyer

 

To:                             China Online Education Group

6th Floor Deshi Building North,

Shangdi Street, Haidian District,

Beijing 100085,

People’s Republic of China

 

2 June 2020

 

Dear Sirs

 

China Online Education Group

 

We have acted as Cayman Islands legal advisers to China Online Education Group (the “Company”) in connection with the Company’s registration statement on Form F-3, including all amendments and supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Act”), as amended, (together, the “Registration Statement”), related to: (i) the issuance and sale from time to time by the Company of certain number of Class A ordinary shares (the “New Shares”) of a par value of US$0.0001 each (“Class A Ordinary Shares”), represented by American Depositary Shares (“ADSs”), and (ii) the sale from time to time (the “Selling Shareholders’ Offering”) by the selling shareholders of the Company of ADSs, each representing 15 Class A Ordinary Shares (the “Selling Shareholders’ Sale Shares”).

 

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

 

1                                         Documents Reviewed

 

For the purposes of this opinion we have reviewed originals, copies or final drafts of the following documents, and such other documents as we have deemed necessary:

 

1.1                               The certificate of incorporation of the Company dated 30 November 2012 issued by the Registrar of Companies in the Cayman Islands;

 

1.2                               The fifth memorandum and articles of association of the Company as adopted by a special resolution dated 27 May 2016 (the “M&A”);

 

1.3                               a Certificate of Good Standing issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”);

 

1.4                               the written resolutions of the board of Directors dated 27 March 2020 (the “Resolutions”);

 

1.5                               a certificate from a Director of the Company addressed to this firm, a copy of which is attached hereto (the “Director’s Certificate”);

 

1.6                               the register of members of the Company (the “Register of Members”); and

 

1.7                               the Registration Statement.

 

 


 

2                                         Assumptions

 

The following opinions are given only as to and based on circumstances and matters of fact existing at the date hereof and as to the laws of the Cayman Islands as the same are in force at the date hereof.  In giving this opinion, we have relied upon the completeness and accuracy (and assumed the continuing completeness and accuracy as at the date hereof) of the Director’s Certificate, as to matters of fact, without further verification and have assumed that copy documents or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

3                 Opinions

 

Based upon, and subject to, the foregoing assumptions, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1                               the Company has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands;

 

3.2                               the authorised share capital of the Company is US$150,000 divided into 1,500,000,000 shares comprising of (i) 1,000,000,000 Class A ordinary shares of a par value of US$0.0001 each, (ii) 350,000,000 Class B ordinary shares of a par value of US$0.0001 each and (iii) 150,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the board of directors may determine in accordance with the M&A;

 

3.3                               the New Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration therefor, in accordance with the terms set out in the Registration Statement and the M&A and when duly registered in the Company’s Register of Members (shareholders), the New Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such New Shares);

 

3.4                               the sale and transfer of the Selling Shareholders’ Sale Shares pursuant to the Selling Shareholders’ Offering has been duly authorised, and the Selling Shareholders’ Sale Shares have been legally issued and allotted, fully paid and non-assessable;

 

3.5                               the statements under the caption “Taxation” in the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and such statements constitute our opinion; and

 

3.6                               under the Companies Law (2020 Revision) of the Cayman Islands, the register of members of a Cayman Islands company is by statute regarded as prima facie evidence of any matters which the Companies Law (2020 Revision) directs or authorises to be inserted in there. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of fraud or manifest error).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus and the prospectus supplement included in the Registration Statement. In providing our consent, we do not thereby admit that we are experts within the meaning of Section 11 of the Act or that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully,

 

/s/ TRAVERS THORP ALBERGA

 

 

 

TRAVERS THORP ALBERGA

 

 


Exhibit 8.2

 

 

10/F, Tower B, CPIC Plaza, No. 28 Fengsheng Lane, Xicheng District, Beijing 100032, China

Tel: 86 10 5776 3888  Fax: 86 10 5776 3777

 

June 2, 2020

 

China Online Education Group

6th Floor Deshi Building North, Shangdi Street,

Haidian District, Beijing 100085

People’s Republic of China

 

as the “Company

 

Re: PRC Legal Opinion for the Company’s certain PRC tax matters

 

We have acted as the Company’s compliance legal counsel in the People’s Republic of China (the “PRC”, for the purpose of this legal opinion, not including Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan).

 

We are qualified lawyers in the PRC and are authorized by the Ministry of Justice of the PRC to issue legal opinions in relation to the above matters in accordance with the published and publicly available PRC laws, regulations, rules and judicial interpretations promulgated by the PRC Supreme People’s Court (the “PRC Laws”), and such qualification and authorization have not been revoked, suspended, restricted or limited in any manner whatsoever.

 

For the purpose of rendering this legal opinion (this “Opinion”), we have examined the Registration Statement (as defined below), the originals or copies, certified or otherwise identified to our satisfaction, provided to us by the Company, and such other documents, corporate records, certificates, governmental authorizations and other instruments as we have deemed necessary or advisable for the purpose of rendering this Opinion, including, without limitation, originals or copies of the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed by the Company on April 6, 2020 with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended.  In such examination, we have assumed that:

 

(a)             all documents submitted to us as copies are identical to their originals;

(b)             all signatures, seals and chops on such documents are genuine;

(c)              all parties in relation to any of the documents aforesaid or to any other documents as referred to in this Opinion have the requisite power and authority to enter into, and have duly executed and delivered the documents and performed their obligations hereunder, except those parties with respect to whose power and authority we have opined upon in the Opinion;

(d)             all information (including factual statements) provided to us by the Company in response to our enquiries for the purpose of this Opinion is true, accurate, complete and not misleading, and that the Company has not withheld anything that, if disclosed to us, would reasonably cause us to alter this Opinion in whole or in part;

 

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(e)              all governmental authorizations and other official statement or documentation were obtained from competent PRC authorities by lawful means;

(f)               all facts and documents which may affect our opinions herein have been disclosed to us, and there has not been or will not be any omission in respect of such disclosure.

 

This Opinion is rendered on the basis of the PRC Laws effective as of the date hereof and there is no assurance that any of such PRC Laws will not be changed, amended or replaced in the immediate future or in the longer term.  Any such changes, amendments thereto or replacements thereof may become effective immediately on promulgation.

 

We do not purport to be experts on or generally familiar with or qualified to express legal opinions based on the laws of any jurisdiction other than the PRC.  Accordingly we express or imply no opinion on the laws of any jurisdiction other than the PRC.

 

Section I  Opinions

 

Based on the foregoing, and subject to the disclosures contained in the Registration Statement and the qualifications set out below, we are of the opinion that, as of the date hereof, so far as PRC Laws are concerned:

 

The statements set forth under the caption “Taxation” in the Registration Statement, insofar as they constitute statements of PRC tax law, are accurate in all material respects.

 

Section II  Qualifications

 

This Opinion is subject to the following qualifications

 

1)             This Opinion is, in so far as it relates to the validity and enforceability of a contract, subject to (i) any applicable bankruptcy, insolvency , fraudulent transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally, (ii) possible judicial or administrative actions or any PRC Laws affecting creditors’ rights, (iii) certain equitable, legal or statutory principles affecting the validity and enforceability of contractual rights generally under concepts of public interest, interests of the state, national security, reasonableness, good faith and fair dealing, and applicable statutes of limitation; (iv) any circumstance in connection with formulation, execution or implementation of any legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent, coercive at the conclusions thereof; and (v) judicial discretion with respect to the availability of indemnifications, remedies or defenses, the calculation of damages, the entitlement to attorney’s fees and other costs, and the waiver of immunity from jurisdiction of any court or from legal process.

 

2)             This Opinion is subject to the discretion of any competent PRC legislative, administrative or judicial bodies in exercising their authority in the PRC.

 

3)             This Opinion relates only to PRC Laws and there is no assurance that any of such PRC Laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. We express no opinion as to any laws other than PRC Laws.

 

4)             This Opinion is intended to be used in the context which is specially referred to herein and each section should be considered as a whole and no part should be extracted and referred to independently.

 

We hereby consent to the references to our firm under the heading “Risk Factors”, “Taxation”, and “Legal Matters” and elsewhere in the Registration Statement. We also consent to the filing with the SEC of this Opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.

 

This Opinion is rendered to you for the purpose hereof only.  It may not be disclosed to and/or relied upon by anyone else or used for any other purpose without our prior written consent.

 

 

Yours faithfully,

 

 

 

/s/ Tian Yuan Law Firm

 

 

 

 

 

Tian Yuan Law Firm

 

 

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