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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report . For the transition period from to Commission file number: 001-37790 China Online Education Group (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 6th Floor Deshi Building North, Shangdi Street, Haidian District Beijing 100085, People’s Republic of China (Address of principal executive offices) Min Xu, Chief Financial Officer E-mail: [email protected] 6th Floor Deshi Building North, Shangdi Street, Haidian District Beijing 100085, People’s Republic of China Telephone: +86 10-8342 6262 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American Depositary Shares, each New York Stock Exchange representing fifteen Class A ordinary shares, par value US$0.0001 per share Class A ordinary shares, New York Stock Exchange par value US$0.0001 per share* * Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares, each representing fifteen Class A ordinary shares. Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2018, there were 305,917,524 ordinary shares outstanding, par value $0.0001 per share, being the sum of 82,803,863 Class A ordinary shares (excluding 1,218,120 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the issuer’s share incentive plan) and 223,113,661 Class B ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes _ No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes _ No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _ Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). _ Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer and large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer _ Emerging growth company _ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. _ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP _ International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS INTRODUCTION 1 FORWARD-LOOKING INFORMATION 1 PART I. 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 43 ITEM 4.A. UNRESOLVED STAFF COMMENTS 79 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 79 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 99 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 110 ITEM 8. FINANCIAL INFORMATION 112 ITEM 9. THE OFFER AND LISTING 113 ITEM 10. ADDITIONAL INFORMATION 113 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 125 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 126 PART II. 127 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 127 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF 127 PROCEEDS ITEM 15. CONTROLS AND PROCEDURES 128 ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT 130 ITEM 16.B. CODE OF ETHICS 130 ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 130 ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 131 ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 131 ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 131 ITEM 16.G. CORPORATE GOVERNANCE 131 ITEM 16.H. MINE SAFETY DISCLOSURE 131 PART III. 131 ITEM 17. FINANCIAL STATEMENTS 131 ITEM 18. FINANCIAL STATEMENTS 132 ITEM 19. EXHIBITS 132 i Table of Contents INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: x a lesson is considered “booked” when it is taken or when the student to such lesson is confirmed absent; x an “active student” for a specified period refers to a student who booked at least one paid lesson, and excluding those students who only attended paid live broadcasting lessons or trial lessons; x “ADSs” refers to our American depositary shares, each representing 15 Class A ordinary shares; x “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong and Macau; x “gross billings” for a specific period refer to the total amount of cash received for the sale of course packages and services in such period, net of the total amount of refunds in such period; x “ordinary shares” refers to our Class A and Class B ordinary shares, par value US$0.0001 per share; x a “paying student” for a specified period refers to a student that purchased a course package during the period and excluding those students who only paid for live broadcasting lessons, and the total number of “paying students” for a specified period refers to the total number of paying students for such period minus the total number of students that obtained refunds during such period; x “RMB” or “Renminbi” refers to the legal currency of China; x “US$,” “dollars” or “U.S. dollars” refers to the legal currency of the United States; and x “we,” “us,” “our company,” “our,” and “COE” refer to China Online Education Group, a Cayman Islands company, and its subsidiaries, and, in the context of describing our operations and consolidated financial information, also include its consolidated variable interest entities. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.8755 to US$1.00, the exchange rate on as of the end of December 2018 set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all.

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