20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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, 2020

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: 001-38514

Puxin Limited

(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)

5/F, Building 4, Dingjun Building

75 Suzhou Street, Haidian District

Beijing, 100080

People’s Republic of China

(Address of principal executive offices)

Mr. Yunlong Sha, Chief Executive Officer

5/F, Building 4, Dingjun Building

75 Suzhou Street, Haidian District

Beijing, 100080

People’s Republic of China

Tel: +86 10 8260 5578

E-mail: shayunlong@pxjy.com

(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	Trading Symbol(s)	Name of each exchange on which registered
American depositary shares (each ADS representing two ordinary shares, par value US$0.00005 per share)	NEW	New York Stock Exchange
Ordinary shares, par value US$0.00005 per share*		New York Stock Exchange

* Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

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: 174,453,992 ordinary shares, par value US$0.00005 per share, were outstanding as of December 31, 2020

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

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 “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

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

		Page
INTRODUCTION			1
FORWARD-LOOKING STATEMENTS			3
PART I			4
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		4
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		4
ITEM 3.	KEY INFORMATION		4
ITEM 4.	INFORMATION ON THE COMPANY		41
ITEM 4A.	UNRESOLVED STAFF COMMENTS		72
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		73
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		90
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		98
ITEM 8.	FINANCIAL INFORMATION		99
ITEM 9.	THE OFFER AND LISTING		99
ITEM 10.	ADDITIONAL INFORMATION		100
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		108
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		108
PART II			111
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		111
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		111
ITEM 15.	CONTROLS AND PROCEDURES		111
ITEM 16.	[RESERVED]		112
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		112
ITEM 16B.	CODE OF ETHICS		112
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		112
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		112
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		112
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		113
ITEM 16G.	CORPORATE GOVERNANCE		113
ITEM 16H.	MINE SAFETY DISCLOSURE		113
PART III			114
ITEM 17.	FINANCIAL STATEMENTS		114
ITEM 18.	FINANCIAL STATEMENTS		114
ITEM 19.	EXHIBITS		114
SIGNATURES			116

i

INTRODUCTION

Unless otherwise indicated, in this annual report on Form 20-F, the following terms shall have the meaning set out below:

• “ADSs” refers to our American depositary shares, each representing two of our ordinary shares, and “ADRs” refers to the American depositary receipts that evidence our ADSs;

• “China” or “PRC” refers to the People’s Republic of China, excluding, for purposes of this annual report, Hong Kong, Macau and Taiwan;

• “K-12” refers to the three years before the first grade through the last year of high school;

• “K-12 group class utilization rate” refers to the number of students enrolled in a K-12 tutoring group class course as a percentage of the maximum number of students for that course;

• “K-12 group class student retention rate” refers to the number of students who continue to enroll in K-12 tutoring group class courses (excluding promotional programs) at our learning centers after completing a K-12 tutoring group class course in a particular period as a percentage of the total number of students who complete K-12 tutoring group class courses during the same period;

• “learning centers” refers to the physical establishment of an education facility providing K-12 tutoring services, study-abroad test preparation courses or study-abroad consulting services at a specific geographic location, directly owned and operated by our VIE or its subsidiaries. For the avoidance of doubt, references to and calculations of “learning centers” do not include the franchised schools operated under the brand of Global Education;

• “ordinary shares” refers to our ordinary shares, par value US$0.00005 per share, carrying one vote per share;

• “RMB” or “Renminbi” refers to the legal currency of China;

• “school” or “schools,” with respect to our acquisitions and business, refers to (i) entities providing K-12 tutoring services and study-abroad test preparation services which are required to obtain the private school operation permits in China, and (ii) entities providing study-abroad consulting services or online education services in China;

• “student enrollments” refers to the cumulative total number of courses registered and paid for by our students during a given period of time; if one student enrolls in multiple courses, it will be counted as multiple student enrollments;

• “tier-1 cities” refers to cities with strong economic development and high per capita disposable income, including Beijing, Shanghai, Guangzhou and Shenzhen;

• “tier-2 cities” refers to capital cities in 30 provinces and certain economically developed prefecture-level cities;

• “training institution” or “training institutions” refers to the learning centers providing K-12 tutoring services or study-abroad test preparation services, which are registered as corporate or private non-enterprise entities with relevant PRC government authorities;

• “U.S. dollars,” “US$” or “dollars” refers to the legal currency of the United States;

• “variable interest entity,” “VIE” or “Puxin Education” refers to Puxin Education Technology Group Co., Ltd., which is a PRC company in which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP due to our having effective control over, and our being the primary beneficiary of, such entity; and

• “we,” “us,” “our company,” “our,” or “Puxin Limited” refers to Puxin Limited, a Cayman Islands exempted company with limited liability, and its subsidiaries, and unless the context requires otherwise, includes its VIE and VIE’s subsidiaries.

1

We present our financial results in Renminbi. 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. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. This annual report contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at the rate at RMB6.5250 to US$1.00, the exchange rate as set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System in effect as of December 31, 2020.

2

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements that are based on our management’s current expectations and views of future events. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements are made under the “safe-harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

You can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “aim,” “intend,” “anticipate,” “believe,” “is/are likely to,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements include, but are not limited to, statements about:

• our goals and growth strategies;

• our ability to retain and increase our student enrollments;

• our ability to offer new courses and services;

• our ability to engage, train and retain new teachers and consultants;

• expected demand for, and market acceptance of, our services and our brand;

• our ability to maintain and improve technology infrastructure necessary to operate our online platform;

• our future business development, financial condition and results of operations;

• expected changes in our revenues, costs or expenditures;

• growth of and competition trends in our industry;

• the expected increase in expenditures on education in China; and

• PRC laws, regulations and policies relating to private education and providers of private educational services.

You should read thoroughly this annual report and the documents that we refer to in this annual report and have filed as exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect. Factors that may cause actual results to differ materially from current expectations include, among other things, those disclosed in “Item 3. Key Information—3.D. Risk Factors” and elsewhere in this annual report. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. No forward-looking statement is a guarantee of future performance.

3

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

A. Selected Financial Data

The following table presents the selected consolidated financial information of our company. The selected consolidated statements of comprehensive income data for the years ended December 31, 2018, 2019 and 2020 and the selected consolidated balance sheet data as of December 31, 2019 and 2020 are derived from our audited consolidated financial statements included herein, which were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The selected consolidated statements of comprehensive income data for the years ended December 31, 2016 and 2017 and the selected consolidated balance sheet data as of December 31, 2016, 2017 and 2018 are derived from our audited consolidated financial statements that are not included herein and were prepared in accordance with U.S. GAAP.

The selected financial data set forth below should be read in conjunction with the consolidated financial statements and related notes and the information under “Item 5. Operating and Financial Review and Prospects” in this annual report. The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

4

Consolidated Statements of Operations Data

	For the Year Ended December 31,
	2016			2017			2018			2019			2020
	RMB			RMB			RMB			RMB			RMB			US$
	(in thousands, except share and share related data)
Selected Consolidated Statements of Operations Data:
Net revenues		439,181			1,282,562			2,228,117			3,103,958			2,903,915			445,044
Cost of revenues(1)		257,995			(794,342	)		(1,242,889	)		(1,629,447	)		(1,558,596	)		(238,865	)
Gross profit		181,186			488,220			985,228			1,474,511			1,345,319			206,179
Operating expenses:
Selling expenses(1)		(123,370	)		(444,927	)		(848,088	)		(1,083,795	)		(1,048,521	)		(160,693	)
General and administrative expenses(1)		(185,496	)		(362,748	)		(775,883	)		(748,259	)		(469,163	)		(71,902	)
Impairment loss on intangible assets		—			—			—			—			(4,100	)		(628	)
Total operating expenses		(308,866	)		(807,675	)		(1,623,971	)		(1,832,054	)		(1,521,784	)		(233,223	)
Operating loss		(127,680	)		(319,455	)		(638,743	)		(357,543	)		(176,465	)		(27,044	)
Interest expense		—			(5,556	)		(51,901	)		(71,099	)		(80,319	)		(12,309	)
Interest income		464			549			2,826			25,542			46,150			7,073
Foreign exchange (loss) gain		—			—			(7,621	)		243			(1,322	)		(203	)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		—			(70,336	)		(131,748	)		(104,589	)		(20,917	)		(3,206	)
Loss on extinguishment of convertible notes		—			—			(900	)		—			—			—
Other income, net		—			—			—			—			78,440			12,021
Gain on disposal of subsidiaries		—			—			—			—			126,968			19,459
Loss before income taxes		(127,216	)		(394,798	)		(828,087	)		(507,446	)		(27,465	)		(4,209	)
Income tax expenses		(388	)		(2,436	)		(5,322	)		(12,188	)		(9,195	)		(1,409	)
Net loss		(127,604	)		(397,234	)		(833,409	)		(519,634	)		(36,660	)		(5,618	)
Less: Net income (loss) attributable to non-controlling interest		(48	)		79			2			(1,101	)		(4,454	)		(683	)
Net loss attributable to ordinary shareholders of Puxin Limited		(127,556	)		(397,313	)		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Net loss per share attributable to ordinary shareholders of Puxin Limited
Basic and diluted		(1.29	)		(3.98	)		(5.78	)		(3.03	)		(0.18	)		(0.03	)
Net loss per ADS attributable to ordinary shareholders of Puxin Limited
Basic and diluted		(2.58	)		(7.96	)		(11.56	)		(6.06	)		(0.36	)		(0.06	)
Weighted average shares used in calculating basic and diluted net loss per share		98,670,361			99,705,361			144,157,947			170,903,317			174,156,247			174,156,247
Weighted average ADS used in calculating basic and diluted net loss per share		49,335,181			49,852,680			72,078,973			85,451,659			87,078,124			87,078,124

(1) Share-based compensation expenses that were allocated as follows:

	For the Year Ended December 31,
	2016		2017		2018		2019		2020
	RMB		RMB		RMB		RMB		RMB		US$
	(in thousands)
Allocation of share-based compensation expenses:
Cost of revenues		—		1,152		6,420		4,352		2,294		352
Selling expenses		991		3,058		28,848		21,870		13,290		2,037
General and administrative expenses		50,272		51,625		339,689		204,218		12,439		1,906

5

Consolidated Balance Sheets Data

	As of December 31,
	2016			2017			2018		2019		2020
	RMB			RMB			RMB		RMB		RMB		US$
	(in thousands, expect for share data)
Selected Consolidated Balance Sheet Data:
Total current assets		136,380			307,678			916,303		927,992		942,992		144,519
Total assets		594,117			2,008,393			2,737,019		4,707,055		4,617,594		707,676
Total current liabilities		478,385			1,270,784			1,931,220		3,308,361		3,144,353		481,893
Total liabilities		511,421			2,161,178			2,189,147		4,446,997		4,198,471		643,444
Convertible redeemable preferred shares		120,000			120,000			—		—		—		—
Ordinary shares (par value of US$0.00005 per share; 100,000,000, 100,000,000, 1,000,000,000, 1,000,000,000 and 1,000,000,000 shares authorized, 100,000,000, 100,000,000, 188,627,228, 188,627,228 and 188,653,468 shares issued and 100,000,000, 100,000,000, 165,038,164, 174,025,810 and 174,453,992 shares outstanding as of December 31, 2016, 2017, 2018, 2019 and 2020, respectively)		34			34			62		62		62		9
Total shareholders’ (deficit) equity		(37,304	)		(272,785	)		547,872		260,058		419,123		64,232

Non-GAAP Financial Measures

To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted EBITDA and adjusted net (loss) income as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

Adjusted EBITDA and adjusted net (loss) income should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the most directly comparable GAAP measures. Adjusted EBITDA and adjusted net (loss) income presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

Adjusted EBITDA represents net loss, which excludes depreciation, amortization, interest expense, interest income and income tax expenses, share-based compensation expenses and loss on changes in fair value of derivative liabilities. The table below sets forth a reconciliation of our net loss to adjusted EBITDA for the periods indicated:

	For the Year Ended December 31,
	2019			2020			2020
	RMB			RMB			US$
	(in thousands)
Net loss		(519,634	)		(36,660	)		(5,618	)
Add:
Income tax expenses		12,188			9,195			1,409
Depreciation of property, plant and equipment		77,859			80,290			12,305
Amortization of intangible assets		34,938			34,266			5,251
Interest expense		71,099			80,319			12,309
Less: Interest income		25,542			46,150			7,073
EBITDA		(349,092	)		121,260			18,583
Add:
Share-based compensation expenses		230,440			28,023			4,295
Loss on changes in fair value of derivative liabilities		104,589			20,917			3,206
Adjusted EBITDA		(14,063	)		170,200			26,084

6

Adjusted net (loss) income represents net loss before share-based compensation expenses and loss on changes in fair value of derivative liabilities. The table below sets forth a reconciliation of our net loss to adjusted net (loss) income for the periods indicated:

	For the Year Ended December 31,
	2019			2020			2020
	RMB			RMB			US$
	(in thousands)
Net loss		(519,634	)		(36,660	)		(5,618	)
Add:
Share-based compensation expenses		230,440			28,023			4,295
Loss on changes in fair value of derivative liabilities		104,589			20,917			3,206
Adjusted net (loss) income		(184,605	)		12,280			1,883

B. Capitalization and Indebtedness

Not applicable.

C. Reason for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

A description of factors that could materially affect our business, financial condition or operating results is provided below.

Summary of Risk Factors

An investment in our ADSs is subject to a number of risks, including risks related to our business and corporate structure, risks related to doing business in China and risks related to our ADSs. The following summarizes some, but not all, of these risks. Please carefully consider all of the information discussed in “Item 3. Key Information—D. Risk Factors” in this annual report for a more thorough description of these and other risks.

7

Risks Related to Our Business and Industry

• Our business, financial condition and results of operations have been and are likely to continue to be materially and adversely affected by the outbreak of COVID-19.

• We have a history of net loss and negative cash flows from our operating activities, which may continue or occur again in the future.

• We may not be able to effectively manage our business expansion and increasingly complicated operations and successfully integrate businesses we acquire, which could harm our business.

• Failure to attract and retain students to enroll in our courses and study-abroad consulting programs may have a material adverse impact on our business and prospects.

• We may not be able to effectively identify or pursue targets for acquisitions as we did in the past several years, and even if we are able to identify suitable targets, we may not be able to complete such transactions in a cost-effective manner, which may cause us to lose anticipated benefits from such acquisitions.

• New legislation or changes in the PRC regulatory requirements regarding private education may affect our business operations and prospects.

• We are required to obtain various operating licenses and permits and to make registrations and filings for our tutoring services in China; failure to comply with these requirements may materially and adversely affect our business operations.

• We face intense competition in our industry, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely affected.

• We may not be able to continue to recruit, train and retain a sufficient number of qualified teachers and consultants.

Risks Related to Our Corporate Structure

• If the PRC government finds that the agreements that establish the structure for operating our business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.

• Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.

• We rely on contractual arrangements with our VIE and its shareholders for our operations in China, which may not be as effective in providing operational control as direct ownership.

• Our VIE or its shareholders may fail to perform their obligations under the contractual arrangements.

• The shareholders of our VIE may have actual or potential conflicts of interest with us and not act in the best interests of our company.

Risks Related to Doing Business in the PRC

• PRC economic, political and social conditions, as well as changes in any government policies, laws and regulations, could adversely affect the overall economy in China or the education services market.

• Uncertainties with respect to the PRC legal system could adversely affect us.

• You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the annual report based on foreign laws.

8

• Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.

• Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it difficult for us to pursue growth through acquisitions in China.

• PRC regulations relating to foreign exchange registration of overseas investment by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into the PRC subsidiaries, limit PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

• Our independent registered public accounting firm, like other independent registered public accounting firms operating in China, is not permitted to be subject to inspection by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

• We could be delisted if we are unable to meet the PCAOB inspection requirements in time.

Risks Related to Our Ordinary Shares and ADSs

• We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

• The market prices for the ADSs have fluctuated and may be volatile.

• Future sales or issuances, or perceived future sales or issuances, of substantial amounts of our ordinary shares or ADSs could cause the price of the ADSs to decline significantly.

• If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.

• Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment.

• There can be no assurance that we were not a passive foreign investment company, or PFIC, for 2020 or that we will not be a PFIC for 2021 or any other taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ADSs or ordinary shares.

Risks Related to Our Business and Industry

Our business, financial condition and results of operations have been and are likely to continue to be materially and adversely affected by the outbreak of COVID-19.

Since the beginning of 2020, there has been an outbreak of COVID-19 in China and other countries. As of the date of this annual report, COVID-19 is still spreading in communities in some parts of the world. The severity of the outbreak has resulted in the temporary closure of schools, learning centers, and many corporate offices across China. In such unusual circumstances, our business has been significantly affected due to the temporary closure of our learning centers as mandatorily required by the PRC government.

From late January to May 2020, we closed all of our learning centers in China in response to the measures taken by the PRC government and moved our offline classes to online small group live broadcasting classes, which enabled us to reduce the impact of the COVID-19 outbreak on our operations. We gradually resumed our offline operations since May 2020 when our learning centers were permitted to open according to local governments’ policies. However, we still experienced higher-than-normal refund rates from cancellation and deferments of our courses and challenges in acquiring new students since the second quarter of 2020 till the end of 2020. Our total student enrollments in the second and third quarters of 2020 experienced a lower growth rate of 18.1% and 28.7% compared to 39.5% and 60.2% in the same periods of 2019, respectively. Our total student enrollments in the fourth quarter of 2020 experienced a decrease of 12.5% compare to that in the same period in 2019. The pandemic caused delays in national exams and enrollments for our summer and autumn classes and the resurgence of the pandemic in certain cities, such as Beijing, Dalian and Xi’an, further delayed the resumption of schools or resulted in local governments’ policies to close offline classes of after-school tutoring learning centers again. For example, our learning centers were required to be closed in Beijing from mid-January to April 2021, which adversely affected the student enrollments for our courses during the winter break of 2021. Despite the impact by the outbreak of COVID-19, our strong execution enabled us to achieve a growth in K-12 tutoring business (without taking Puxin Online School into consideration) for the full year of 2020 with an 8.9% increase in net revenues to RMB2,099.0 million (US$321.7 million) in 2020 compared to RMB1,927.4 million in 2019.

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In addition, the COVID-19 pandemic has had a material and adverse impact, both economically and socially, in other countries, including the United States, the United Kingdom, Canada and other study-abroad destinations popular among Chinese students. The duration and intensity of disruptions resulting from the COVID-19 outbreak in these countries remain uncertain. Furthermore, the pandemic caused delays and cancellations of the onsite exams of most overseas standardized tests in China due to the restrictions on social gathering implemented by the government. As a result, we have experienced a significant decrease in student enrollments of our study-abroad tutoring services to 41,378 in 2020 compared to 72,174 in 2019, which in turn resulted in a 39.9% decrease in our net revenues of study-abroad tutoring services to RMB697.6 million (US$106.9 million) in 2020 compared to RMB1,160.1 million in 2019. Chinese students may be discouraged from pursuing study-abroad in the year of 2021, if not longer, which in turn may negatively affect the demand for our study-abroad test preparation courses and study-abroad consulting services.

Our ability to expand our network of learning centers was also impacted by the COVID-19 pandemic in 2020. We had 29 newly constructed learning centers in 2020 as compared to 94 in 2019. We also closed certain learning centers which were significantly affected by the COVID-19 and had poor operating performance in 2020. In addition, affected by the travel restrictions and social distancing requirements, our acquisition team could not travel to meet with potential acquisition targets, conduct due diligence on the acquisition targets or negotiate with owners of the potential targets, which caused a decrease in the number of newly acquired learning centers in 2020 as compared to that of 2019. All of these had negatively affected our results of operations in 2020.

Although China has controlled the pandemic, we currently are unable to predict the impact of COVID-19 on our business and operations, our results of operations, financial condition, cash flows and liquidity in the future, as these depend on rapidly evolving developments, which are highly uncertain and will be a function of factors beyond our control. Such factors include, among others, the continued spread or recurrence of contagion, the implementation of effective preventative and containment measures, the development of effective medical solutions, and the extent to which governmental restrictions on travel, public gatherings, mobility and other activities remain in place or are augmented. The COVID-19 pandemic has impacted our results of operations and financial condition and will likely have a continued adverse impact on our results of operations.

We have a history of net losses and negative cash flows from operating activities, which may continue or occur again in the future.

We had a net loss of RMB833.4 million, RMB519.6 million and RMB36.7 million (US$5.6 million) in 2018, 2019 and 2020, respectively. As of December 31, 2018, 2019 and 2020, we had an accumulated deficit of RMB1,469.3 million, RMB1,991.2 million and RMB2,026.9 million (US$310.6 million), respectively. In addition, we do not have a stable history of positive cash flows from operating activities. Our net cash used in operating activities was RMB92.9 million in 2018. Although we generated net cash from operating activities in the amount of RMB24.7 million in 2019, we had net cash used in operating activities in the amount of RMB203.3 million (US$31.2 million) in 2020 primarily due to a decrease of RMB183.4 million in deferred revenue. The significant pressure on our operating cash flows in 2020 was primarily due to the shutdown of schools and delayed resumption of schools in China, as well as decreased demand for study-abroad tutoring services during 2020 as a result of the negative impact of COVID-19.

We cannot assure you that we will be able to generate net profits or sufficient cash flows from our operating activities in the future. Our net loss has resulted primarily from our cost of revenues and sales and marketing expenses to develop our business. We expect that both our cost and our operating expenses to further increase as we continue our business expansions and that we may face difficulties in achieving or maintaining profitability. In 2020, the COVID-19 pandemic also had negative impact on our revenues from our principal businesses. As we plan to continue to expand our business, we may need to devote substantial resources to planning for acquisitions of new schools or entities, integrating newly acquired schools, upgrading our services and programs, taking measures to comply with the PRC government’s policies and regulations, marketing our brands and recruiting qualified teachers. Any failure to realize anticipated revenue growth could result in further operating losses. Thus, we cannot assure you that we will achieve or maintain profitability or that we will not incur losses in the future.

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We may not be able to effectively manage our business expansion and increasingly complicated operations and successfully integrate businesses we acquire, which could harm our business.

We have implemented a growth strategy through both acquisitions and internal growth, and we plan to continue to expand our operations in certain geographic areas as we address growth in our customer base and market opportunities. We rapidly expanded our network of directly operated learning centers from 99 as of December 31, 2015 to 446 as of December 2019 primarily through acquisitions. Although the number of our directly operated learning centers decreased to 407 as of December 31, 2020 primarily due to the adverse impact of the COVID-19 pandemic on our ability to expand our network, we intend to continue to seek suitable acquisition targets to expand our network. Our expansion has resulted, and will continue to result, in substantial demands on our management, personnel, operational, technological and other resources. The sustainable post-acquisition organic growth is largely dependent on our ability to integrate operations, system infrastructure and management philosophies of acquired schools. The integration of acquired schools is extremely complicated and time-consuming and requires significant resource commitment, standardized integration process, and adequate planning and implementation. The main challenges involved in integrating acquired schools include the following:

• implementing standardized integration process and performance management systems to ensure management philosophies, group-wide strategies, compliance measures and evaluation benchmarks can be effectively carried out at each acquired school;

• demonstrating to students of our acquired schools that the acquisitions will not result in adverse changes in the service quality and business focus;

• retaining qualified education professionals of our acquired schools;

• integrating and streamlining different system infrastructure;

• consolidating service offerings of different acquired schools;

• preserving strategic, marketing or other important relationships of the acquired schools;

• coordinating and optimizing research and development activities to launch new products and technologies with reduced cost; and

• integrating our data management system in newly acquired schools.

We may not successfully integrate the schools we acquire in a timely manner and may not effectively and efficiently manage our expansion, which would have a material adverse effect on our financial condition and results of operations.

In addition, we need to be registered as the sponsor or shareholders of sponsor companies of the acquired schools. Although our acquisition agreements with original sponsors or shareholders of the acquired schools usually provide that the original sponsors or shareholders have obligations to cooperate with us to complete such registrations with local competent authorities, we cannot assure you that we are able to complete such registration in a timely manner.

Failure to attract and retain students to enroll in our courses and study-abroad consulting programs may have a material adverse impact on our business and prospects.

The success of our business depends heavily on the number of student enrollments in our courses and study-abroad consulting programs. Our ability to continue to attract students to enroll in our courses and consulting programs is critical to the continued success and growth of our business. This ability is dependent on a variety of factors, including our ability to acquire schools that create synergies and complement our businesses, develop new programs and improve our existing programs to respond to changes in market trends and student demand, continually develop high-quality educational content and consultation services, expand our geographic reach, manage our growth while maintaining consistent and high teaching quality, effectively market our programs to a broader base of prospective students, as well as respond effectively to competitive pressures. We use a variety of marketing and recruiting methods to attract students and increase student enrollments, such as word-of-mouth referrals and promotion efforts on new media. A failure by us to implement sales and marketing strategies in a cost-effective manner could have a material adverse impact on our business, financial condition and results of operations.

Our ability to retain existing students and their parents by improving students’ academic performance and delivering a satisfactory learning experience is also critical to the success of our business. Our ability to improve the academic performance of our students is largely dependent upon the learning ability, attitude, efforts and time and resource commitments of each student, which are beyond our control. Students may feel dissatisfied with our services or feel that our services fail to meet their expectations after attending our programs. In addition, our programs may not be able to satisfy all of our students or their parents’ requirements. Satisfaction with our services may be affected by a number of factors, many of which may not relate to the quality or effectiveness of our course or consultancy program curriculum and content. If students or parents feel that we are not providing them the learning experience they have subscribed for, they may choose to withdraw from or not to renew their existing courses. For our K-12 group classes and study-abroad test preparation courses, we usually offer refunds for remaining classes to students who decide to withdraw from a course. For our K-12 personalized courses and full-time tutoring courses, we offer refunds to students who decide to withdraw from a course for all the remaining classes. For our study-abroad consulting services, we usually offer refunds of the consulting fees to the students who fail to gain any admission or obtain the relevant visa, which is consistent with market practices. Although we have not experienced any significant refund requests in the past, if an increasing number of students request refunds, our cash flows, revenues and results of operations may be adversely affected. In addition, the students who fail to improve their performance after attending our programs or have unsatisfactory learning experiences with us may also choose not to refer other students to us, which in turn may adversely affect the number of student enrollments.

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If we are unable to attract and retain students to enroll in our courses and study-abroad consulting programs, our revenues may decline, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to effectively identify or pursue targets for acquisitions as we did in the past several years, and even if we are able to identify suitable targets, we may not be able to complete such transactions in a cost-effective manner, which may cause us to lose anticipated benefits from such acquisitions.

Historically, we have significantly expanded our network through selected acquisitions of new schools and businesses. We expect to continue to selectively acquire or invest in new schools or businesses that complement our existing operations. We may not, however, be able to identify suitable targets for acquisitions or investments in the future due to a decrease in the amount of small and medium-sized targets or an increase in the number of acquirers. In addition, changes in laws and regulations on private schools and training institutions might affect the number of suitable acquisition targets as the target’s compliance with such laws and regulations is one of the key factors for our acquisitions. Even if we are able to identify suitable targets, we may be unable to complete a transaction on terms commercially acceptable to us or finance the transaction. If we fail to identify appropriate candidates or complete the desired transactions, our growth and expansion may be impeded.

New legislation or changes in the PRC regulatory requirements regarding private education may affect our business operations and prospects.

The private education is a highly regulated industry in the PRC. Relevant laws and regulations are relatively new and evolving, and the interpretation and enforcement of such laws and regulations involve significant uncertainties. As a result, under certain circumstances it may be difficult to determine what actions or omission may be deemed to be violations of or noncompliance with applicable laws and regulations.

Pursuant to the Decision on Amending the Law on the Promotion of Private Education of the PRC, or the Amended Private Education Law, and the Implementation Regulations for Classification Registration of Private Schools, or the Classification Registration Regulations, the existing private schools are required to choose to register as non-profit or for-profit private schools with competent government authorities. If a private school elects to register as for-profit school, it is required to (i) undertake financial liquidation, (ii) clarify the ownership of land, school premises and properties, (iii) pay relevant taxes and duties, and (iv) re-apply for a new private school operation permit and re-register with relevant authorities. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Private Education in the PRC—Implementation Regulations for Classification Registration of Private Schools.”

In August 2018, the Ministry of Justice of the PRC issued the Amended Draft (for Approval) of Implementation Rules for the Law on the Promotion of Private Education of the PRC, or the Draft Implementation Rules, to invite public comments. If the Draft Implementation Rules are signed into law, they would have several impacts on our business. For example:

• pursuant to the Draft Implementation Rules, private training and education entities that provide after-school tutoring services for kindergarten kids or primary, middle and high school students are subject to approval and strict supervision by the government’s education department at or above county level, while private training and education entities that offer courses of language skills, arts, sports, science and technology, research and other subjects for personality development may apply to register as a corporate entity without obtaining prior approval from education government agencies; and

• pursuant to the Draft Implementation Rules, private schools that provide any online training and education services without awarding diplomas, or technology companies that provide any online platform or system for such online training and education, are required to obtain relevant Internet operation permits and file with education department or the human resources and social security department of the government at provincial level, and must review and record the identities of entities or individuals that apply for access to their online platforms or systems.

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See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Private Education in the PRC—Amended Draft of the Implementation Rules for the Law on the Promotion of Private Education of the PRC” for a summary of the Draft Implementation Rules. As of the date of this annual report, the Draft Implementation Rules had not come into effect pending for the final approval, and may be subject to further revisions. We expect that the Amended Private Education Law, accompanied with its relevant implementation rules and regulations, will bring significant changes to the compliance regime. There is no assurance that we will be able to operate our business in full compliance with the Amended Private Education Law or any relevant regulations in a timely manner or at all.

Under the regime of the Amended Private Education Law, the PRC government authorities promulgated a number of regulations and rules governing the education industry and the after-school tutoring service market since 2018, including but not limited to (i) the Circular on Alleviating After-school Burden on Elementary and Middle School Students and Implementing Inspections on After-school Training Institutions, (ii) the Opinion on Supervising After-school Tutoring Institutions, (iii) the Notice on Improving the Specific Governance and Rectification Mechanisms of After-school Education Institutions, (iv) the Implementation Opinions on Regulating Online After-School Training, and (v) the Opinions on Guiding and Regulating the Orderly and Healthy Development of Educational Mobile Apps. For details, see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Private Education in the PRC—Opinions on Regulating Development of After-school Education Institutions.” We have been making effort to ensure compliance with these regulations and rules but there is no assurance that our effort will result in full compliance in timely manner given that certain regulations and rules impose new requirements and that PRC government authorities have discretion in interpreting, implementing and enforcing such regulations and rules. If we fail to comply with these regulations and rules in a timely manner, the relevant learning centers may be subject to the order of rectification, fines, confiscation of the gains derived from our noncompliant operations, suspension of our noncompliant operations, or other regulatory measures, which may materially and adversely affect our business and results of operations. In addition, uncertainties still exist as the regulatory authorities may impose further stringent requirements on the operations of after-school tutoring institutions in certain aspects, such as teacher qualification licenses, means and timing of tuition fee collection, mandatory deposit of prepaid tuition fees into escrow accounts under supervision, pricing of courses, refunds to students, course content and homework, teaching approaches, acquisition of student enrollments, or advertisement placement. We may incur additional costs for compliance with such requirements, which may adversely affect our business, financial condition and results of operations. Our failure to comply with these future requirements may subject us to required rectifications, fines, penalties or other regulatory measures, and in the worst case scenario, we may be forced to cease operations or could be unable to maintain or renew our private school operation permits.

The interpretation and application of existing PRC Laws and policies and possible new Laws or policies relating to the private education industry have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, private education businesses in China, including our business. There are also risks that we might be found to be in violations of the existing or future laws and regulations in light of uncertainty and complexity of China’s regulation in private education business.

We are required to obtain various operating licenses and permits and to make registrations and filings for our tutoring services in China; failure to comply with these requirements may materially and adversely affect our business operations.

Under PRC laws and regulations, training institutions are required to obtain a number of licenses, permits and approvals from, and make filings or complete registrations with, relevant government authorities in order to provide tutoring services. Pursuant to the Amended Private Education Law and the Implementing Rules on the Supervision and Administration of For-Profit Private Schools which was published on December 30, 2016, each training institution that operates for profit shall be registered as a corporate entity and apply for the private school operation permit and obtain a business license. In addition, their tutoring branches are required to complete the required filings for permits or registrations. According to the Draft Implementation Rules, private training institutions are allowed to establish tutoring branches within the approved cities after completing the filings for registrations with the approval authorities of such private training institutions and the local educational authorities where the tutoring branches are located. In addition, PRC government authorities may promulgate regulations and rules from time to time to carry out certain inspections on qualification and certificates of after-school training institutions. For example, on February 13, 2018, the MOE, together with three other government authorities, jointly promulgated the Circular on Alleviating After-school Burden on Elementary and Middle School Students and Implementing Inspections on After-school Training Institutions. These government authorities carried out a series of inspections in 2018 on after-school training institutions and ordered those with material potential safety risks to suspend business for self-inspection and rectification and those without proper establishment licenses or private school operation permits to apply for relevant qualifications and certificates under the guidance of competent government authorities.

As of December 31, 2020, we had 397 learning centers which are required to obtain private school operation permits or are required to complete filings for registration with the local education authorities, among which 180 learning centers have not obtained the private school permit or completed the required filings.

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Given the significant amount of discretion owned by local PRC authorities in interpreting, implementing and enforcing relevant rules and regulations, as well as other factors beyond our control, we may not be able to obtain and maintain all requisite licenses, permits, approvals and filings or pass all requisite assessments. If any of our current or future training institutions or their tutoring branches fail to receive the requisite licenses, permits and approvals, make the necessary filings, or complete all requisite registrations, such training institutions or their tutoring branches may be subject to penalties. These may include fines, orders to promptly rectify the non-compliance, or if the non-compliance is deemed by the regulators to be serious, the school may be ordered to return tuition and fees collected and pay a multiple of the amount of returned tuition and fees to regulators as a penalty or may even be ordered to cease operations.

We may not be able to continue to recruit, train and retain a sufficient number of qualified teachers and consultants.

Teachers and study-abroad consultants help us maintain the quality of our education and services, as well as our brand and reputation. Our ability to continue to attract teachers and consultants with the necessary experience and qualifications is a key factor in the success of our operations. We seek to hire experienced teachers and consultants who are dedicated to teaching and are able to follow our teaching and consulting service protocols and deliver effective instructions. The market for teacher recruitment in China is competitive, and we must also provide continued training to ensure that our teachers and consultants stay abreast of changes in student demands, teaching methodologies and other necessary changes.

PRC laws and regulations require that the teachers teaching academic subjects in the compulsory education stage and the subjects related to the admission to higher schools must have the relevant teaching qualifications. As of the date of this annual report, certain of our teachers for the above-mentioned subjects have not obtained the relevant teaching qualifications and some of them are in the process of obtaining such qualifications. We have formally notified these teachers of the requirement to obtain the relevant teaching qualifications. Nevertheless, we cannot assure you that our teachers can all apply for and obtain the teaching qualifications in a timely manner, or at all. If our teachers are not able to apply for and obtain the required teaching qualifications on a timely basis, or at all, these teachers could be unable to continue to teach the subjects of the compulsory education curricula and the subjects of the admission exams to higher schools. In addition, we may need to rectify such noncompliance, or be subject to penalties or the potential risk that we may not maintain our private school operation permits. All of these may have a material adverse on our business, financial condition and results of operations. We also hire foreign teachers and we need to apply for work and residence permits for them in China. If we cannot obtain such permits for our foreign teachers, we may have to terminate our employment relationship with them.

In order to recruit experienced full-time teachers, we must provide candidates with competitive compensation packages and offer attractive career development opportunities. Although we have not experienced major difficulties in recruiting or training qualified teachers and consultants in the past, we cannot guarantee we will be able to continue to recruit, train and retain a sufficient number of qualified teachers and consultants in the future, which may have a material adverse effect on our business, financial condition and results of operations.

We face intense competition in our industry, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely affected.

The private education market in China is rapidly evolving, highly fragmented and competitive, and we expect competition to persist and intensify. We face competition in each type of services we offer, including in online and offline forms, and in each geographic market in which we operate. For example, we face competition from companies that focus on providing K-12 after-school tutoring services and study-abroad test preparation services in China.

Some of our competitors may have more resources than we do and may be able to devote greater resources than we can to the development, promotion and sale of their programs, services and products and respond more quickly than we can to changes in student needs, exam materials, admission standards, market trends or new technologies. As a result, our student enrollments may decrease due to intense competition. In addition, in contrast to our comprehensive program offerings, some of our competitors focus on a single area of our business, and may be able to devote all of their resources to that business line. These companies may be able to more quickly adapt to changing technology, student preferences and market conditions in these markets than we can. As a result, certain of our competitors may, therefore, have a competitive advantage over us with respect to these business areas.

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The increasing use of the Internet and advancement in technologies are eliminating geographic and physical facility-related entry barriers to providing private education services. We also face competition from online educational service providers that offer online after-school tutoring services. These online education service providers use advanced technologies such as online live broadcasting technologies, to offer their programs, services and products quickly and cost-effectively to a large number of students. We may have to reduce course fees or increase spending in response to competition in order to retain or attract students or pursue new market opportunities, which could result in a decrease of our revenues and profitability. We will also face increased competition as we expand our operations. We cannot assure you that we will be able to compete successfully against current or future competitors. If we are unable to maintain our competitive position or otherwise respond to competitive pressure effectively, we may lose our market share and our profitability may be adversely affected.

Our business and financial performance may suffer if we fail to successfully develop and launch new education services or effectively implement our business initiatives.

The future success of our business depends partly on our ability to develop new education services and carry out business development initiatives. The planned timing or launch of new education services is subject to risks and uncertainties. Actual timing may differ materially from any originally proposed timeframe. For example, we have implemented an online-merge-offline strategy under which we enhance our online services to complement our classroom-based K-12 tutoring services, and offer online tutoring classes on weekdays and weekends to students of our group class and personalized tutoring courses since January 2019. While we have not experienced material technological difficulties in these newly launched services, we cannot assure you there will not be system outages or errors for these new online services in the future. In addition, we started to offer full-time tutoring to high school students who are preparing for university entrance exams and art college admission exams in China in April 2019. Unexpected operational, technical or other issues could delay or prevent the launch and operations of one or more of our new education services or programs. In addition, significant investment of human capital, financial resources and management time and attention may be required to successfully launch features of our new education programs. If we fail to manage the expansion of our portfolio of education services cost-effectively, our business could be negatively affected.

We cannot assure you that any of our new services will achieve market acceptance or generate incremental revenue or that our operation of such new services or programs will comply with our business scope or applicable licensing requirements. If our efforts to develop, market and sell our new education services and programs to the market are not successful, our business, financial position and results of operations could be materially and adversely affected.

We may not be able to improve the content of our existing courses or to develop new courses on a timely basis and in a cost-effective manner.

We regularly and constantly update the content of our existing courses and develop new courses to meet students’ demands and the latest market trends. We also closely follow any changes in curriculum, examination systems, testing materials, admission standards and technologies. Admission and assessment tests in China and overseas countries constantly undergo changes and development in terms of tested subjects, skill focus, question types and manners of test administration. For example, most of the major English tests, such as TOEFL and IELTS, are increasingly being offered in a computer-based testing format, and there are certain universities in China that have been allowed to admit a small portion of their students through independently administered examinations and admission procedures. These changes require us to continually update and enhance our course materials and our teaching methods. Furthermore, offering new courses or modifying existing courses may require us to have more input into curriculum and course development, train new teachers or provide continued training to existing teachers, increase marketing efforts and re-allocate resources. We may have limited experience with new course content and may need to modify our systems to incorporate new courses into our existing course offerings. If we cannot respond effectively to changes in market demands or launch new courses on a timely basis and in a cost-effective manner, our results of operations and financial condition could be adversely affected.

Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services.

Our success depends in part on the continued application of services, efforts and motivation of our senior management team and key personnel, in particular, our founder, chairman and chief executive officer, Mr. Yunlong Sha. If one or more of our senior management members or key personnel are unable to continue in their present positions, we may not be able to find suitable replacements, and our business may be disrupted.

We will need to continue to hire additional personnel as our business grows. A shortage in the supply of personnel with requisite skills could negatively impact our ability to manage our existing products and services, launch new services and expand our operations. Competition for experienced management personnel in the private education industry is intense with a small pool of qualified candidates, and we may not be able to retain services of our senior executives, experienced principals of our schools or other key personnel, or attract and retain high-quality senior executives or key personnel in the future. Although we have established an internal training and promotion system to develop good candidates for senior management team and principals, the number of these candidates and the speed of training these candidates to be capable and qualified to their prospective positions may not align with our rapid growth. In addition, if any member of our senior management team, principals or any of our other key personnel joins a competitor or forms a competing company, we may lose teachers, students and staff members. Each of our executive officers and key employees is subject to the duty of confidentiality and non-competition restrictions. However, if any disputes arise between any of our senior executives or key personnel and us, it may be difficult to successfully pursue legal actions against these individuals because of the uncertainties in China’s legal system.

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We are subject to risks relating to litigation, disputes and regulatory investigations which may adversely affect our profitability, financial condition and prospects.

We are, and may in the future be, subject to legal actions, disputes and regulatory investigations in the ordinary course of our business. We are also subject to risks relating to legal and regulatory proceedings and investigations which we, our directors and officers, or our other affiliates may be a party to from time to time, or which could develop in the future, as well as fines or other penalties which may be imposed on us in connection with the lack of any requisite permit, license or other approval for our business and operations or any violation of or non-compliance with laws. Claims arising out of actual or alleged violations of law could be asserted against us, our directors and officers, or our other affiliates by government or regulatory authorities, investors, customers, service providers or competitors, in civil, criminal, or regulatory investigations and proceedings. These claims could be asserted under a variety of laws in different jurisdictions, including but not limited to securities laws, intellectual property laws, data protection and privacy laws, labor and employment laws, torts law and contract laws.

Litigations and regulatory proceedings can be costly and time-consuming and may divert management attention and resources from our operations. In the event of any adverse outcome or findings against us in any litigations or regulatory proceedings, we may be required to pay damages to the prevailing party or penalties imposed by government or regulatory authorities, which may adversely affect our results of operations or cash flows. Our reputation may be adversely affected by our involvement or the involvement of our directors and officers or other affiliates in any litigation, regulatory proceedings or investigations.

Any damage to our brands and reputation may adversely affect our overall business, prospects, results of operations and financial condition.

We believe that market awareness of our “Puxin,” “Global Education,” “ZMN Education,” and other brands and our solid reputation in the K-12 tutoring and study-abroad tutoring industry have contributed significantly to the success of our business. We also believe that maintaining and promoting our brands are critical to sustaining our competitive advantage. Our brands and reputation could be adversely affected under many circumstances, including the following:

• our students are not satisfied with our services and their learning experience;

• we fail to maintain the quality and consistency of our service standards as we expand our course offerings into different subjects and extend our geographic or product reach;

• our learning center facilities do not meet the standards expected by parents and students;

• our teachers, study-abroad consultants or staff fail to provide students and their parents with prompt feedback and adequate attention;

• alleged misconduct or other improper activities committed by our directors, officers, teaching staff and other employees, including misrepresentation made by our employees to potential students during sales and marketing activities, and other fraudulent activities;

• we lose a license, permit or any other governmental authorization to operate a learning center;

• governmental and regulatory investigations or penalties resulting from our failure to comply with applicable laws and regulations; and

• operators of learning centers with lower quality abuse our brands or those with brand names similar to ours conduct fraudulent activities and create confusion in the market.

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The likelihood of any above-mentioned circumstances increases as we expand our network of learning centers. These events could influence the perception of our learning centers not only by our students and their parents, but also by other constituencies in the education sector and the general public. In addition to traditional media, there has been an increasing use of social media platforms in China, including instant messaging applications, social media websites and other forms of internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. Information concerning our company, shareholders, affiliates, directors, officers, teaching staff and other employees, may be posted on such platforms at any time. Any negative review, comment or allegation about our company, our learning centers or services, regardless of merits, once disseminated through social media platforms may harm our brands, public image and reputation, which in turn may result in a loss of students and have a material adverse effect on our business, financial condition, results of operations and prospects.

Global Education also has franchised schools. Our control over the franchisees is based on the contracts with them and our standardized supervision and monitoring procedures, which may not be as effective as direct ownership. Although we maintain comprehensive and rigorous supervisory procedures, set standards to guide our franchisees on operations of their learning centers and require all teachers and management personnel of our franchise teaching facilities to complete our mandatory trainings, our franchisees manage their businesses independently and are therefore responsible for the day-to-day operation of the franchise facilities. Furthermore, it is the franchisees and their teachers and employees that interact directly with students and their parents. In the event of any unsatisfactory performance or illegal actions by the franchisees or their employees or any incidents or operational issues in the franchise facilities, we may suffer reputational or financial damage which in turn might adversely affect our business as a whole. As we mainly rely on word-of-mouth referrals to attract prospective students, if our reputation or brands deteriorate, our overall business, prospects, financial condition and results of operations could be materially and adversely affected.

Furthermore, third-party service providers with whom we have a business relationship could damage our reputation and brands due to their unsatisfactory or illegal actions arising from the interactions with our students. We have close cooperation relationships with third-party service providers, such as printers that provide services to print course materials, organizations that host events or organize mathematics or other science competitions, and overseas education service providers that provide overseas study tours and summer and winter camps. These third-party service providers may directly interact with our students in providing their services. Although we selectively establish cooperation relationships with reliable and reputational service providers, we cannot assure you that these third-party service providers will not conduct any unsatisfactory, inappropriate or illegal actions that will damage our reputation and brands, which consequently could cause our business to be harmed.

Accidents or injuries suffered by our students or other people on our premises may adversely affect our reputation, subject us to liability and cause us to incur substantial costs.

In the event of accidents or injuries or other harm to students or other people on our premises, including those caused by or otherwise arising from the actions or negligence of our employees or contractors on our premises, our facilities may be perceived to be unsafe, which may make parents unwilling to allow their children to attend our classes. We could also face negligence claims for inadequate maintenance of our facilities or lack of supervision of our teachers and other employees. Although we have not encountered any injury to our students on our premises that has materially and adversely affected our business or financial condition, we cannot assure you that there will not be any in the future. Our insurance coverage may not be adequate to fully protect us from all kinds of claims. See “—We have limited liability insurance coverage and do not carry business disruption insurance.” A liability claim against us or any of our employees or independent contractors could adversely affect our reputation and ability to attract and retain students. Even if such claim is unsuccessful, it could create unfavorable publicity, cause us to incur substantial expenses and divert the time and attention of our management.

Failure to control rental costs, obtain leases at desired locations at reasonable prices or comply with relevant regulation regarding our leased premises could materially and adversely affect our business.

Substantially all of our offices and learning centers are presently located on leased premises. At the end of each lease term, we must negotiate an extension of the lease. If we are not able to negotiate an extension on terms acceptable to us, we will be forced to move to a different location, or the rent may increase significantly given that the real estate prices in China have kept rising for years. This could disrupt our operations and adversely affect our profitability. We also compete with many other businesses for sites in certain highly desirable locations and some landlords may have entered into long-term leases with our competitors for prime locations. As a result, we may not be able to obtain new leases at desirable locations or renew our existing leases on acceptable terms or at all, which could adversely affect our business.

17

As of December 31, 2020, among our 739 lease contracts, we had not been able to receive copies of the valid title certificates or proof of authorization to lease properties to us from the lessors for 131 leased properties. Our use of some of leased properties does not comply with the approved use stipulated in the title certificates of such properties or the lease agreements. As of December 31, 2020, we were not aware of any actions, claims or investigations threatened against us or our lessors with respect to the defects in our leasehold interests. However, if any of our leases are terminated as a result of challenges by third parties or governmental authorities for lack of title certificates or proof of authorization to lease, we do not expect to be subject to any fines or penalties but we may be forced to relocate the affected learning center and incur additional expenses relating to such relocation. If we fail to find suitable replacement sites in a timely manner or on terms commercially acceptable to us, our business and results of operations could be materially and adversely affected.

In addition, under the applicable PRC laws and regulations, we are required to register and file executed leases with the relevant government authorities, but we have failed to do so in certain instances. While the lack of registration will not affect the validity and enforceability of the lease agreements under the PRC Law, a fine ranging from RMB1,000 to RMB10,000 may be imposed on the parties for each non-registered lease, if the requirement of registration failed to be fulfilled after a period of time demanded by a relevant local authority.

A significant portion of our training institutions are not in compliance with fire safety regulations.

According to the PRC fire safety laws and regulations, construction projects and decoration projects are generally required to obtain fire safety permits or complete fire safety filings. As of December 31, 2020, we had leased 542 business premises for our training institutions and their tutoring branches, and we have complied with the foregoing fire safety permit and filing requirements for 306 of these premises. We have arranged inspections for 55 premises by local fire control authorities and obtained written records of passing the fire safety inspections. Besides, the construction units have obtained the fire safety permits in connection with the construction of the buildings where another 96 premises are located, and we are in the process of completing further fire safety filings with respect to the interior decoration of such premises. However, as of December 31, 2020, we had neither obtained the fire safety permits or written evidence for passing the fire safety inspection nor made the requisite fire safety filings for the remaining 73 leased business premises. We cannot assure you that we may be able to obtain the fire safety permits, rectify our non-compliance or otherwise fully comply with the relevant fire safety laws and regulations at all of our current locations in a timely manner or at all, and we may be subject to fines and orders to rectify within a specified period of time or to suspend operations for our non-compliance. As a result, we may not be able to occupy certain of our current locations and may be ordered to relocate our operations to other locations that comply with the relevant fire safety laws and regulations, and we cannot assure you that such alternative locations will be available on commercially reasonable terms or at all, which could materially and adversely affect our business, results of operations and financial condition.

In addition, according to PRC fire safety laws and regulations, venues for children’s activities generally may not be located above the third floor of a building, depending on its fireproof conditions. As of December 31, 2020, 88 of our business premises for children’s activities, including certain sections of our K-12 and study-abroad programs that target children were located above the third floor of a building. Nevertheless, we have either complied with the fire safety filing requirement or arranged fire safety inspections by the local fire control authorities and obtained written records of passing the fire safety inspections for 44 business premises. We may be subject to fines and orders to suspend operations if the remaining 44 business premises are inspected and found to be in violation of the fire safety regulations, which could materially and adversely affect our business, results of operations and financial condition.

Moving training institutions and their tutoring branches in order to comply with fire safety regulations would require us to terminate or break our existing leases and pay any associated termination or breakage costs in addition to the costs of relocation, renovation and decoration, and it may also disrupt our scheduled courses and force us to postpone or cancel some courses and refund the related tuition fees, all of which could materially and adversely affect our financial results.

We may face risks and uncertainties with respect to the licensing requirements for our online platforms.

The internet industry and education industry in China are highly regulated by the PRC government. As we provide online education services and products, we are required to obtain and maintain all necessary approvals, licenses or permits applicable to our business operations and make all necessary registration and filings for our education services in China. We have obtained Internet Content Provider Licenses, or ICP Licenses, for some of our online platforms, and intend to register the remaining online platforms on our current ICP Licenses or apply for new ICP Licenses for these platforms. We may be required to apply for and obtain additional licenses or permits for our operations as the interpretation and implementation of current PRC laws and regulations are still evolving, and new laws and regulations may also be promulgated.

For example, we offer certain audio-visual content on our websites as supplementary course materials. If the governmental authorities determine that our relevant activities fall within the definition of “Internet audio-visual program service” under the Administrative Measures Regarding Internet Audio-Visual Program Services, our VIE and its subsidiaries may be required to obtain a license for disseminating audio-visual programs through Internet. We may also be required to obtain the Permit for Production and Operation of Radio and TV Programs if the governmental authorities determine that the online courses we offer fall within the definition of “radio and television program” under relevant rules. Moreover, we may be required to obtain the online publishing services permit for our online educational products, such as Puxin Dual-Teacher Classrooms, Puxin Superior Classes, foreign teacher classes and GEDU Online. If we are not able to obtain such licenses, we may further be subject to fines, legal sanctions or an order to suspend our on-line courses providing service.

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No material fines or other penalties has been imposed on us for non-compliance with licensing requirements for our online platforms in the past. However, if we are not able to comply with all applicable legal requirements, we may be subject to fines, confiscation of the gains derived from our non-compliant operations, suspension of our non-compliant operations or revocation of the operation permits of the non-compliant schools, any of which may materially and adversely affect our business, financial condition and results of operations.

We may need to record a significant charge to earnings if our goodwill or intangible assets arising from acquisitions become impaired, which would adversely affect our results of operations.

In accordance with U.S. GAAP, we account for our acquisitions using the acquisition method of accounting, and such acquisitions have resulted in significant goodwill and intangible assets. These assets may become impaired in the future, which could have a material adverse effect on our results of operations following such acquisitions. We are required under U.S. GAAP to review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill and intangible assets without determinable useful lives are required to be tested for impairment annually, or more frequently, if facts and circumstances warrant a review. Factors that may be considered a change in circumstances indicating that the carrying value of our intangible assets may not be recoverable include a decline in stock price and market capitalization and slower or declining growth rates in our industry. In the future, we may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which could have a material adverse effect on our results of operations.

In 2018 and 2019, we did not recognize any impairment loss in relation to goodwill or intangible assets arising from our acquisitions. In 2020, we recognized impairment loss of RMB4.1 million (US$0.6 million) in relation to certain trademarks in connection with our acquisitions. In the future, we may be required to record a significant charge to earnings in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined, which could have a material adverse effect on our results of operations.

If we fail to protect our intellectual property rights, our brand and business may suffer.

We consider our copyrights, trademarks, trade names and Internet domain names invaluable to our ability to continue to develop and enhance our brand recognition. Unauthorized use of our copyrights, trademarks, trade names and domain names may damage our reputation and brand. Our major brand names, logos and domain names are registered in China. Our proprietary curricula and course materials are protected by copyrights. Unauthorized use of any of our intellectual property by third parties may adversely affect our business and reputation. We rely on a combination of copyright, trademark and trade secrets laws and confidentiality agreements with our employees and contractors to protect our intellectual property rights. We also regularly monitor any infringement or misappropriation of our intellectual property rights. Nevertheless, third parties may still obtain and use our intellectual property without due authorization, and enforcement of intellectual property rights by Chinese regulatory agencies involves uncertainty. We may need to resort to litigation and other legal proceedings to enforce our intellectual property rights. Any such action, litigation or other legal proceedings could be difficult, costly and time-consuming and divert our management’s attention and resources. In addition, we cannot assure you that we will be able to enforce our intellectual property rights effectively or otherwise prevent others from the unauthorized use of our intellectual property. If we are unable to adequately protect our trademarks, copyrights and other intellectual property rights in the future, we may lose these rights, our brand name may be harmed and our business, financial condition and results of operations may be adversely affected.

We may encounter disputes and administrative penalties from time to time relating to our use of the intellectual property of third parties.

We cannot assure you that our trademarks, logos, trade names, technologies, products, courseware, course materials or any intellectual property developed or used by us do not or will not infringe the intellectual property rights held by third parties. We and our schools have been involved in disputes with third parties claiming infringement of intellectual property rights by us, and we may continue to be subject to such disputes in the future. If any of third parties initiate litigation against us alleging infringement upon their intellectual property rights, defense against any of these or other claims would be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. An adverse determination in any such litigation or proceedings to which we may become a party could subject us to significant liability to third parties, require us to seek licenses from third parties, pay ongoing royalties, or subject us to injunctions prohibiting the distribution and marketing of the relevant brand or services. To the extent that licenses are not available to us on commercially reasonable terms or at all, we may be required to spend considerable time and resources sourcing alternative technologies or copyrights or designing alternative trademarks or brands, if any, or we may be forced to delay or suspend the sale of the relevant services or the promotion of the relevant brand. We may incur substantial expenses and require significant attention of management in defending against these third-party infringement claims, regardless of their merit. Protracted litigation could also result in our customers or potential customers deferring, reducing or canceling their use of our services. In addition, we could face disruptions to our business operations as well as damage to our reputation as a result of such claims, and our business, financial condition, results of operations and prospects could be materially and adversely affected.

19

Our business is subject to seasonal fluctuations, which may cause our results of operations to fluctuate from quarter to quarter and result in the volatility in the price of our ADSs.

Our industry generally experiences seasonality, primarily due to seasonal changes in service days and student enrollments. Seasonal fluctuations have affected, and are likely to continue to affect, our business. In general, we generate higher revenues during summer breaks as more students are enrolled in our courses. We also generally experience lower revenues in the first quarter as we deliver fewer classes during the winter breaks due to the Chinese New Year holiday and the relatively short length of winter breaks. Because we recognize revenues from K-12 tutoring courses and study-abroad test preparation courses based on the delivery of services, we expect our revenues in certain months to be negatively impacted by such seasonality factors. Our costs and expenses, however, do not necessarily correspond with changes in our student enrollments, service days or net revenues because we incur expenses and costs on marketing and promotion, teacher recruitment, teacher training and course development throughout the year. Overall, although the historical seasonality of our business has been relatively mild, we expect to continue to experience seasonal fluctuations in our results of operations. These fluctuations may result in volatility in and adversely affect the price of our ADSs.

Failure to make adequate contributions to various mandatory social security plans as required by PRC regulations may subject us to penalties.

PRC laws and regulations require us to pay several statutory social welfare benefits for our employees, including pensions, medical insurance, work-related injury insurance, unemployment insurance, maternity insurance and housing provident fund contributions. Local governments usually implement localized requirements as to mandatory social security plans considering differences in economic development in different regions. Our failure in making contributions to various mandatory social security plans and in complying with applicable PRC labor-related laws may subject us to late payment penalties. We may be required to make up the contributions for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee benefits, our financial condition and results of operations may be adversely affected.

We have limited liability insurance coverage and do not carry business disruption insurance.

We are exposed to various risks associated with our business and operations, and we have limited insurance coverage. See “Item 4. Information on the Company—B. Business Overview—Insurance” for more information. We are exposed to risks including, among other things, accidents or injuries in our learning centers, loss of key management and personnel, business interruption, natural disasters, terrorist attacks and social instability or any other events beyond our control. The insurance industry in China is still at an early stage of development, and as a result insurance companies in China offer limited business-related insurance products. We do not have any business interruption insurance or key-man life insurance. The coverage of our liability insurance may not be adequate to fully protect us from all kinds of claims, and we cannot guarantee that we will be able to obtain sufficient liability insurance in the future on commercially reasonable terms or at all. Any business disruption, legal proceeding or natural disaster or other events beyond our control could result in substantial costs and diversion of our resources, which may materially and adversely affect our business, financial condition and results of operations.

Any disruption or interruption to our information technology systems or a leak of student data could damage our reputation and disrupt our operations.

The successful development, stable operation and effective maintenance of our systems and information technology infrastructure, such as our CRM system, ERP system, Puxin Teacher & Student App and a variety of cloud-based online products and services, is critical to the attractiveness of our online and offline programs and the management of our business operations. Thus, any material breakdown of our information technology systems, any interruptions or malfunctions to our information technology systems or any loss of the right to use the programs licensed from third parties could cause interruption to our business. In addition, we would suffer economic and reputational damage if a technical failure of our systems causes a leak of student data, including identification or contact information. As of the date of this annual report, our information systems had not encountered material errors or technical issues and there was no material leak of student data which could damage our reputation and disrupt our operations. If we encounter errors or other service quality or reliability issues, or if we are unable to design, develop, implement and utilize information systems, our ability to realize our strategic objectives and our profitability could be adversely affected, and may harm our reputation and brand names and materially and adversely affect our business and results of operations.

20

We may need additional capital to meet our future capital needs, which may adversely affect our financial position and result in additional shareholder dilution, and financing may not be available on terms acceptable to us, or at all.

We may require additional cash resources to finance our continued growth or other future developments, including any investments or acquisitions we may decide to pursue. The amount and timing of such additional financing needs will vary principally depending on the timing of new investments and/or acquisitions, as well as the amount of cash flow from our operations. If our existing cash resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.

In February and March 2021, we entered into convertible note purchase agreements with a group of investors for a total of US$89 million in convertible notes. The convertible notes will mature in five years, bearing interest at the rate of 3% per annum from the respective issuance date which shall be payable semiannually in arrears in cash. At any time after the issuance, each note is convertible into our ordinary shares at the holder’s option. Unless previously redeemed or converted, we shall redeem the notes on the maturity date at 100% of the then outstanding principal amount plus all accrued but unpaid interest. In addition, if any portion of the outstanding principal amount of the notes has not been converted into our ordinary shares by the third anniversary of the note issuance date, the holder have the right to require us to redeem, in whole or in part, the outstanding principal amount of the note at 100% of the principal amount plus all accrued but unpaid interest. If we raise additional funds through further issuances of equity or equity-linked securities, our existing shareholders could suffer significant dilution in their percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our ADSs or and ordinary shares.

In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

• investors’ perception of, and demand for, securities of educational service providers;

• conditions of the U.S. and other capital markets in which we may seek to raise funds;

• our future results of operations, financial condition and cash flows;

• PRC governmental regulation of the private education, in particular, the K-12 after-school tutoring services;

• economic, political and other conditions in China; and

• PRC governmental policies relating to foreign currency borrowings.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all, especially in the event of a severe and prolonged economic recession globally or in the jurisdictions where we operate. If we fail to raise additional funds, we may need to reduce our growth to a level that can be supported by our cash flows. Without additional capital, we may not be able to open or acquire additional schools and learning centers, acquire necessary technologies, products or businesses, hire, train and retain teachers and other employees, market our services and products, or respond to competitive pressures or unanticipated capital requirements.

Our relationships with overseas education service providers may deteriorate.

We collaborate with various overseas schools and institutions, as well as overseas examination agencies, to provide overseas study programs and tests. These relationships allow us to offer more diverse programs and classes and charge a premium for the programs we offer with other overseas education service providers. We can also enhance our brand and reputation and have more exposure to international education methods and experiences through these relationships.

If our relationships with any of these overseas education service providers deteriorate or are otherwise damaged or terminated, or if the benefits we derive from these relationships diminish, whether as a result of our own actions, actions of our partners, actions of any third party, including our competitors, or of regulatory authorities or other entities beyond our control, our business, prospects, financial condition and results of operations could be adversely affected.

21

We operate schools and provide after-school education services under several brands, which may have a dilutive effect on brand recognition among our students and their parents.

We operate most of our K-12 tutoring schools and a small portion our study-abroad tutoring schools under the co-brand names, such as “Puxin-Shengjia” and “Puxin-Fubusi.” We operate the majority of our study-abroad tutoring schools under multiple different brands, such as ZMN Education, Global Education and Puxin-YESSAT. Maintaining multiple brands may have a dilutive effect on brand recognition among our students and their parents and increase our overall marketing expenses as we need to allocate resources among different brands. In the long term, we intend to promote a unified brand “Puxin” to foster our corporate image, which represents the entire spectrum of education services we offer. We may seek to transition our co-brand names and different brands to “Puxin” in the future if the market responds favorably to our new corporate image. We cannot assure you, however, that our prospective students will embrace our new brand given its limited market exposure and recognition. We may incur significant financial resources for, and divert considerable management attention to, the integration of our existing brands with our new corporate image, which may adversely affect our business, results of operation and financial condition.

We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.

The education industry is vulnerable to health epidemics such as the outbreak of avian influenza, severe acute respiratory syndrome, or SARS, COVID-19, Ebola or other epidemics. Additionally, our business could be disrupted or otherwise adversely affected by severe weather conditions, such as snow, storm or hurricane, and natural disasters, such as earthquakes. These occurrences could cause cancellations of student enrollment and require the temporary or long-term closure of our learning centers while we may still remain obligated to pay rent and other expenses for these facilities. We may also face litigation and have to incur extra expenses if we are found negligent in the prevention and control of health epidemics in our facilities. Any outbreak of health epidemics and any occurrence of natural disasters in China therefore may severely disrupt our business operations and materially and adversely affect our liquidity, financial condition and results of operations.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our ADSs may be materially and adversely affected.

We are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, once we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Although our management concluded that we maintained effective internal control over financial reporting as of December 31, 2020, we cannot assure you that we will maintain effective internal control over financial reporting on an ongoing basis. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, since we have become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions.

22

We have granted and will continue to grant share options and other equity incentives in the future, which may result in increased share-based compensation expenses.

Puxin Education adopted its 2014 Great Talent Share Incentive Plan in December 2014, and granted an aggregate of 142,783,400 options to purchase Puxin Education’s equity interest from 2015 to 2017 under this plan. We refer to this plan as the Original Plan. In March 2018, we adopted Puxin Limited 2018 Great Talent Share Incentive Plan to replace the Original Plan and granted options to purchase 6,592,538 ordinary shares of Puxin Limited under this plan to replace the granted and outstanding options under the Original Plan. We adopted Puxin Limited 2018 Grand Talent Share Incentive Plan in March 2018, which permits granting of share options to purchase up to 16,400,000 ordinary shares pursuant to all awards under this plan. In March 2019, we adopted Puxin Limited 2019 Noble Talent Share Incentive Plan which permits granting of share options to purchase up to 8,879,986 ordinary shares under this plan. As of December 31, 2020, there were an aggregate of 19,900,589 options outstanding which entitle their holders to purchase 19,900,589 ordinary shares under our share incentive plans.

We are required to account for share-based compensation in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 718, Compensation—Stock Compensation, which generally requires a company to recognize, as an expense, the fair value of share options and other equity incentives to employees based on the fair value of equity awards on the date of the grant, with the compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. In 2018, 2019 and 2020, we incurred share-based compensation expense of RMB375.0 million, RMB230.4 million and RMB28.0 million (US$4.3 million). Expenses associated with share-based compensation awards granted under our share incentive plans may materially reduce our future net income. However, if we limit the size of grants under our share incentive plans to minimize share-based compensation expenses, we may not be able to attract or retain key personnel.

Failure to comply with governmental regulation and other legal obligations concerning personal information may adversely affect our business, as we routinely collect, store and use personal information during our business.

We routinely collect, store and use personal information during our business. We are subject to the PRC laws and regulations governing the receiving, storing, sharing, using, processing, disclosure and protection of personal information on the Internet and mobile platforms. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Protection of Personal Information of Citizens.” The scope of these laws and regulations may change depending on varied interpretations. It is possible that these obligations may be interpreted and applied in a manner that is inconsistent with our practices. In addition, the Office of the Central Cyberspace Affairs Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation jointly issued an announcement on January 23, 2019 to carry out regulatory inspections on mobile Internet applications which collect and use personal information in violation of laws and regulations. This announcement prohibits business operators from collecting personal information that is irrelevant to their services or forcing users to grant their authorizations by making the user’s authorization as a default setting, bundling a plugin authorization or suspending installation in the event of failure to obtain the user’s authorization. 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. As the above-mentioned announcement and notice are relatively new, we cannot assure you that we can adapt our operations to the new requirements promptly. In addition, the PRC regulatory authorities have recently taken measures to strengthen data protection and have also conducted several inspections in relation to data protection. We cannot assure you that we can adapt our operations to the requirements promptly. Any failure, or perceived failure, by us, or by our third-party providers, to maintain the security of our user data or to comply with applicable privacy, data security and personal information protection laws, regulations, policies, contractual provisions, industry standards, and other requirements, may result in (i) civil or regulatory liabilities, (ii) governmental enforcement actions and investigations, (iii) fines, penalties, enforcement orders requiring us to cease our operations, or (iv) adverse publicity. We may also need to expend significant resources in responding to and defending such allegations and claims. Moreover, such allegations or claims may cause damage to our reputation and loss of confidence in us by students and parents, which could have a material adverse effect on our business, financial condition and results of operations.

Our reputation, results of operations, financial condition and the trading price of our ADSs may be negatively affected by adverse publicity or other detrimental conduct against us.

Adverse publicity concerning our failure or perceived failure to comply with legal and regulatory requirements, alleged accounting or financial reporting irregularities, regulatory scrutiny and further regulatory action or litigation could harm our reputation, result in our incurrence of substantial costs, distract our management’s attention and cause the trading price of our ADSs to decline and fluctuate significantly. The negative publicity and the resulting decline of the trading price of our ADSs could lead to the filing of shareholder class action lawsuits against us and some of our senior executive officers. We may continue to be the target of adverse publicity against us. Additionally, allegations against us may be posted on the internet by any person or entity which identifies itself or on an anonymous basis. We may be subject to government or regulatory investigation or inquiries as a result of such third-party conduct and may be required to incur significant time and substantial costs to defend ourselves, and there is no assurance that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at all. Our reputation may also be negatively affected as a result of the public dissemination of allegations or malicious statements about us, which in turn may materially and adversely affect our business, results of operations and financial condition and the trading price of our ADSs.

23

We face risks and uncertainties in printing and providing teaching handouts and other materials to our students.

Certain subsidiaries of our VIE engage in printing and distributing teaching handouts and other materials to our students. According to the Administrative Regulations on Publication, any entity engaging in publishing, printing, copying, importing or distributing of publications is required to obtain relevant permits. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulation Relating to Publication Distribution.”

According to the prior Measures for the Administration of Internal Informative Publications, entities engaging in printing internal informative publications were allowed to obtain an internal informative publications printing permit instead of the permit of publishing. Such internal informative publications were defined as publications used for the purposes of internal information communication and work guidance without being for sale. In April 2015, the Measures for the Administration of Internal Informative Publications took effect and abolished the prior Measures for the Administration of Internal Informative Publications. Under the new regulation, the internal informative publications printing permit is no longer applicable to printing and publishing of textbooks and teaching materials for primary and secondary school students. In addition, the new regulation prohibits entities which have obtained the internal informative publications printing permits from offering the internal informative publications to its clients or to the public.

Under the new regulation, it is uncertain whether printing and providing teaching handouts and other materials to our students would be deemed as the activities of publishing. If the General Administration of Press and Publication or its local branches or other competent authorities deem such activities as publishing, we may become subject to significant penalties, fines, legal sanctions or an order to suspend our printing and providing of teaching handouts and other materials to our students.

The wide variety of payment methods that we accept subjects us to third-party payment processing-related risks.

We accept payments using a variety of methods, including bank transfers, online payments with credit cards and debit cards issued by major banks in China, and payment through third-party online payment platforms such as Alipay, WeChat Pay and UnionPay. We may be susceptible to fraud and other illegal activities in connection with the various payment methods we offer. We are also subject to various rules, regulations and requirements, regulatory or otherwise, governing electronic funds transfers which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and become unable to accept credit and debit card payments from our students, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.

Risks Related to Our Corporate Structure

If the PRC government finds that the agreements that establish the structure for operating our business do not comply with applicable PRC laws and regulations, we could be subject to severe penalties.

PRC laws and regulations currently require any foreign entity that invests in the education business in China to be an educational institution with relevant experience in providing education services outside China. Our Cayman Islands incorporated holding company is not an educational institution and does not provide education services. Due to these restrictions, we operate our K-12 tutoring business and study-abroad tutoring business in China primarily through Puxin Education Technology Group Co., Ltd, or Puxin Education or VIE, and its subsidiaries. We entered into a series of contractual arrangements with Puxin Education and its shareholders. Our VIE and its subsidiaries are the entities that hold certain licenses and permits relating to the K-12 tutoring business and study-abroad tutoring business in China. We have been and expect to continue to be dependent on our VIE and its subsidiaries to operate our business. See “Item 4. Information on the Company—C. Organizational Structure” for more information.

If our ownership structure and contractual arrangements are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain any of the required licenses and permits, the relevant PRC regulatory authorities including the MOE, which regulates the education industry in the PRC, the Ministry of Commerce, or the MOFCOM, which regulate the foreign investments in China, the Ministry of Civil Affairs, which regulates the registration of non-profit private schools in the PRC after the Amended Private Education Law became effective, and the State Administration for Market Regulation (formerly known as the State Administration for Industry and Commerce), or the SAMR, which regulates the registration and operation of for-profit private schools in the PRC after the Amended Private Education Law became effective, would have broad discretion in dealing with such violations, including:

• revoking the business and operating licenses held by our PRC subsidiaries and/or our VIE and its subsidiaries;

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• discontinuing or restricting the operations of any related-party transactions among our PRC subsidiaries, our VIE and its subsidiaries;

• confiscating the income of our VIE and its subsidiaries;

• imposing fines, penalties or other requirements with which we, our PRC subsidiaries, or our VIE and its subsidiaries may not be able to comply;

• requiring us to restructure the relevant ownership structure or operations, terminate the contractual arrangements with our VIE or deregister the pledges on the equity interest in our VIE, which in turn would affect our ability to consolidate, derive economic interest from or exert effective control over our VIE;

• restricting or prohibiting our use of the proceeds of our offshore financing activities to finance our business and operations in China; or

• restricting the use of financing sources by us or our VIE and its subsidiaries, or otherwise restricting our or their ability to conduct business.

Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations. If any of these occurrences results in our inability to direct the activities of Puxin Education and its subsidiaries, or results in our failure to receive the economic benefits from Puxin Education and its subsidiaries, we may not be able to consolidate Puxin Education and its subsidiaries in our financial statements in accordance with U.S. GAAP.

Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, business, financial condition and results of operations.

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. As it is relatively new, uncertainties still exist in relation to its interpretation and implementation, and failure to take timely and appropriate measures to comply with the Foreign Investment Law and relevant rules could result in material and adverse effects on us. For instance, although the Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, it contains a catch-all provision under the definition of “foreign investment,” which includes investments made by foreign investors in China through means stipulated by laws or administrative regulations or other methods prescribed by the State Council. Therefore, it still leaves leeway for future laws, administrative regulations or provisions to be promulgated by the State Council to provide for contractual arrangements as a form of foreign investment, at which time it will be uncertain whether our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment in the PRC and, if so, how our contractual arrangements will be dealt with. In addition, if future laws, administrative regulations or provisions to be prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. In the worst case scenario, we may be required to unwind our existing contractual arrangements and/or dispose of the relevant business operations, which could have a material and adverse effect on our current corporate structure, corporate governance, business, financial condition and results of operations.

We rely on contractual arrangements with our VIE and its shareholders for our operations in China, which may not be as effective in providing operational control as direct ownership.

We have relied and expect to continue to rely on the contractual arrangements with our VIE and its shareholders to operate our K-12 tutoring and study-abroad tutoring businesses. For a description of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational Structure—Organizational Structure.” However, these contractual arrangements may not be as effective as direct equity ownership in providing us with control over our VIE and its subsidiaries. Any failure by our VIE and its shareholders to perform their obligations under the contractual arrangements would have a material adverse effect on the financial position and performance of our company. For example, the contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with arbitral procedures as contractually stipulated. The commercial arbitration system in the PRC is not as developed as in some other jurisdictions, such as the United States.

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As a result, uncertainties in the commercial arbitration system or legal system in the PRC could limit our ability to enforce these contractual arrangements. In addition, if the legal structure and the contractual arrangements were found to violate any existing or future PRC laws and regulations, we may be subject to fines or other legal or administrative sanctions.

If any government action causes us to lose our right to direct the activities of our VIE and its subsidiaries or lose our right to receive substantially all the economic benefits and residual returns from our VIE and its subsidiaries and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of our VIE and its subsidiaries.

Our VIE or its shareholders may fail to perform their obligations under the contractual arrangements.

If Puxin Education or any of its shareholders fails to perform its obligations under the contractual arrangements, we may have to incur substantial costs and resources to enforce our rights under the contracts, and rely on legal remedies under the PRC law, including seeking specific performance or injunctive relief and claiming damages, which may not be effective. For example, if the shareholders of Puxin Education were to refuse to transfer their equity interest in Puxin Education to us or our designee when we exercise the call option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal actions to compel them to perform their contractual obligations.

All the material agreements under our contractual arrangements are governed by the PRC law and provide for the resolution of disputes under the agreements through arbitration in Beijing. Accordingly, these contracts would be interpreted in accordance with the PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements. Under PRC law, rulings by arbitrators are final, parties cannot appeal the arbitration results in courts, and the prevailing parties may only enforce the arbitration awards in PRC courts through arbitration award recognition proceedings, which would incur additional expenses and delay. In the event that we are unable to enforce these contractual arrangements, we may not be able to exert effective control over our VIE and its subsidiaries, and our ability to conduct our business may be negatively affected.

The shareholders of our VIE may have actual or potential conflicts of interest with us and not act in the best interests of our company.

The shareholders of Puxin Education, namely, Mr. Yunlong Sha, Mr. Liang Gao, Mr. Gang Li, Mr. Yun Xiao, Shanghai Trustbridge Investment Management Co., Ltd., or Shanghai Trustbridge, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership, or Ningbo Zhimei, and Tianjin Puxian Education and Technology Limited Partnership, or Tianjin Puxian, may have actual or potential conflicts of interest with us. These shareholders may refuse to sign or breach, or cause our VIE to breach or refuse to renew the existing contractual arrangements, which would have a material and adverse effect on our ability to effectively control our VIE and its subsidiaries and receive economic benefits from them. For example, these shareholders may be able to cause our agreements with our VIE to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual arrangements to us on a timely basis. We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company. If we cannot resolve any conflict of interest or dispute between us and these shareholders, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

We rely on dividends, fees and other distributions paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could hinder our ability to conduct our business.

We are a holding company and rely principally on dividends and fees paid by our PRC subsidiaries for our cash needs, including paying dividends and other cash distributions to our shareholders to the extent we choose to do so, servicing any debt we may incur and paying our operating expenses. The income for our PRC subsidiaries in turn depends on the service fees paid by our VIE. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the applicable requirements of PRC law, our PRC subsidiaries may only distribute dividends after they have made allowances to fund certain statutory reserves. These reserves are not distributable as cash dividends. After our schools are registered as for-profit private schools pursuant to the Amended Private Education Law, each of such schools may be required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. And according to the Implementation Rules for Approval, each of our for-profit private schools is required to set aside no less than 25% of its annual net income to its development fund reserve. Furthermore, if our PRC subsidiaries or our VIE incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any such restrictions may materially affect such entities’ ability to make dividends or make payments as service fees or other fees to us, which may materially and adversely affect our business, financial condition and results of operations.

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Contractual arrangements between our VIE and us may be subject to scrutiny by the PRC tax authorities who may find that we or our VIE and its subsidiaries owe additional taxes.

Under PRC laws and regulations, transactions between related parties should be conducted on an arm’s-length basis and may be subject to audit or challenge by the PRC tax authorities. We could face material adverse tax consequences if the PRC tax authorities determine that the contractual arrangements among our wholly-owned PRC subsidiary, Purong (Beijing) Information Technology Co., Ltd., or Purong Beijing, our VIE and its shareholders are not conducted on an arm’s-length basis and adjust the income of our VIE through the transfer pricing adjustment. A transfer pricing adjustment could, among other things, result in, for PRC tax purposes, increased tax liabilities of Purong Beijing and our VIE. In addition, the PRC tax authorities may require us to disgorge our prior tax benefits, and require us to pay additional taxes for prior tax years and impose late payment fees and other penalties on Purong Beijing and our VIE for underpayment of prior taxes. To date, similar contractual arrangements have been used by many public companies, including companies listed in the United States, and, to our knowledge, the PRC tax authorities have not imposed any material penalties on those companies. However, we cannot assure you that such penalties will not be imposed on any other companies or us in the future. Our net income may be reduced if the tax liabilities of our VIE materially increase or if they are found to be subject to additional tax obligations, late payment fees or other penalties.

If any of our VIE and its subsidiaries becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial condition and results of operations.

We currently conduct our operations in the PRC through a series of contractual arrangements among our wholly-owned PRC subsidiary Purong Beijing, our VIE, its shareholders and its subsidiaries. As part of these arrangements, substantially all of our education-related assets that are critical to the operation of our business are held by our VIE and its subsidiaries. If any of these entities goes bankrupt and all or part of their assets become subject to liens or rights of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and adversely affect our business, financial condition and results of operations. If any of our VIE and its subsidiaries undergoes a voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights relating to some or all of these assets, which would hinder our ability to operate our business and could materially and adversely affect our business, our ability to generate revenues and the market price of our ADSs.

The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.

Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant PRC industry and commerce authorities.

In order to maintain the physical security of our chops, we generally have them stored in secured locations accessible only to authorized employees. Although we monitor such authorized employees, the procedures may not be sufficient to prevent all instances of abuse or negligence. There is a risk that our employees could abuse their authority, for example, by entering into a contract not approved by us or by seeking to gain control of our subsidiaries, our VIE or any of its subsidiaries. If any employee obtains, misuses or misappropriates our chops and seals or other controlling intangible assets for whatever reason, we could experience disruption to our normal business operations. We may have to take corporate or legal action, which could involve significant time and resources to resolve and divert management from our operations.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of our offshore financing activities to make loans or additional capital contributions to our PRC subsidiaries, our VIE and its subsidiaries, which could harm our liquidity and our ability to fund and expand our business.

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Any funds we transfer to our PRC subsidiary, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiary are subject to the filing of the investment information with the MOFCOM or its local branches and registration with other governmental authorities in China. In addition, (a) any foreign loan procured by our PRC subsidiary is required to be registered with the State Administration of Foreign Exchange, or SAFE, or its local branches, and (b) our PRC subsidiary may not procure loans which exceed the statutory limit. Any medium- or long-term loan to be provided by us to our VIE must be approved by the National Development and Reform Commission, or the NDRC, and the SAFE or its local branches. We may not obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our PRC subsidiary. If we fail to receive such approvals or complete such registration, our ability to use the proceeds of our offshore financing activities and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

In addition, on March 30, 2015, the SAFE promulgated the Circular on Reforming Management of the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises, or Circular 19, a regulation regarding the conversion by an FIE of its capital contribution in foreign currency into Renminbi. Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capital of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditures beyond their business scopes. In June 2016, the SAFE promulgated the Notice on Reforming and Standardizing the Administrative Provisions on Capital Account Foreign Exchange Settlement, or Circular 16. Circular 19 and Circular 16 continue to prohibit FIEs from, among other things, using the Renminbi fund converted from its foreign exchange capital for expenditure beyond its business scope, investment and financing (except for security investment or guarantee products issued by bank), providing loans to non-affiliated enterprises or constructing or purchasing real estate not for self-use. As we may use the proceeds of our offshore financing activities in the form of RMB in China, our PRC subsidiaries, our VIE and our VIE’s subsidiaries will need to convert any capital contributions or loans from U.S. dollars to RMB before using such capital contribution or loans. As a result, Circular 19, Circular 16 and relevant foreign exchange rules may significantly limit our ability to convert the proceeds from our offshore financing activities in US dollar to RMB and transfer such proceeds to our VIE and its subsidiaries through our PRC subsidiaries, which may adversely affect our ability to expand our business. On October 23, 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or the SAFE Circular 28, which, among other things, allows all FIEs to use Renminbi converted from foreign currency-denominated capital for equity investments in China, as long as the equity investment is genuine, not in violation of applicable laws, and in compliance with the negative list on foreign investments. On December 31, 2020, the People’s Bank of China, SAFE and other government authorities jointly issued the Circular on Further Optimizing Cross-border Renminbi Policies to Support the Stabilization of Foreign Trade and Foreign Investment, or the Circular 330, which, among other things, reiterates the above provisions in SAFE Circular 28. However, since the SAFE Circular 28 and Circular 330 are relatively new, it remains unclear how SAFE and other government authorities, as well as competent banks, will implement these regulations in practice.

Risks Related to Doing Business in the PRC

PRC economic, political and social conditions, as well as changes in any government policies, laws and regulations, could adversely affect the overall economy in China or the education services market.

Substantially all of our operations are conducted in China, and substantially all of our revenue is derived from China. Accordingly, our business, prospects, financial condition and results of operations are subject, to a significant extent, to economic, political and legal developments in China.

The PRC economy differs from the economies of most developed countries in many respects. Although the PRC economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating the industry. The PRC government continues to exercise significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the economy in China or the market for educational services, which could harm our business.

While the PRC economy has experienced significant growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand for our educational services depends, in large part, on economic conditions in China. Any significant slowdown in China’s economic growth may cause our potential students to delay or cancel their plans to enroll in our schools, which in turn could reduce our revenue. In addition, any sudden changes to China’s political system or the occurrence of social unrest could have a material and adverse effect on our business, prospects, financial condition and results of operations.

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Uncertainties with respect to the PRC legal system could adversely affect us.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions in a civil law system may be cited as reference but have limited precedential value. Since 1979, PRC laws and regulations have significantly enhanced the protections of interest relating to foreign investments in China. However, given the short history of these laws and regulations and the rapid evolvement of the PRC legal system, the interpretations of such laws and regulations may not always be consistent, and the enforcement of these laws and regulations involves significant uncertainties, any of which could limit the available legal protections. Another uncertainty is that the PRC administrative and judicial authorities have significant discretion in interpreting, implementing or enforcing statutory rules and contractual terms, and it may be more difficult to predict the outcome of administrative and judicial proceedings and the level of legal protection we may enjoy in the PRC than under some more developed legal systems. These uncertainties may affect our decisions on the policies and actions to be taken to comply with PRC laws and regulations, and may affect our ability to enforce our rights. In addition, the regulatory uncertainties may be exploited through unmerited legal actions or threats in an attempt to extract payments or benefits from us. Such uncertainties may therefore increase our operating expenses and costs, and materially and adversely affect our business and results of operations.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the annual report based on foreign laws.

We are incorporated in the Cayman Islands as an exempted company with limited liability and conduct substantially all of our operations in China. Substantially all of our assets are located in China. All our executive officers and senior management reside within China for a significant portion of the time and most are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside mainland China. In addition, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment.

Substantially all of our revenues is denominated in Renminbi. As a result, restrictions on currency exchange may limit our ability to use revenues generated in Renminbi to fund any business activities we may have outside the PRC in the future or to make dividend payments to our shareholders and ADS holders in U.S. dollars. Under current PRC laws and regulations, Renminbi is freely convertible for current account items, such as trade and service-related foreign exchange transactions and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans or investments in securities outside the PRC, unless such use is approved by SAFE. For example, foreign exchange transactions under our PRC subsidiaries’ capital accounts, including principal payments in respect of foreign currency-denominated obligations, are subject to significant foreign exchange controls and the approval requirement of SAFE. These limitations could affect our ability to obtain foreign exchange for capital expenditures.

Our PRC subsidiaries are permitted to declare dividends to our offshore subsidiary holding their equity interest, convert the dividends into a foreign currency and remit to its shareholder outside the PRC. In addition, in the event that our PRC subsidiaries liquidate, proceeds from the liquidation may be converted into foreign currency and distributed outside the PRC to our overseas subsidiary holding its equity interest. Furthermore, in the event that Puxin Education liquidates, Purong Beijing may, pursuant to a power of attorney it entered into with Mr. Yunlong Sha, Mr. Liang Gao, Mr. Gang Li, Mr. Yun Xiao, Shanghai Trustbridge, Ningbo Zhimei and Tianjin Puxian, respectively, require Mr. Yunlong Sha, Mr. Liang Gao, Mr. Gang Li, Mr. Yun Xiao, Shanghai Trustbridge, Ningbo Zhimei and Tianjin Puxian to transfer all assets they might receive in connection with the liquidation of Puxin Education to Purong Beijing at no consideration or the minimum consideration as permitted under PRC laws. Purong Beijing then may distribute such proceeds to us after converting them into foreign currency and remit them outside the PRC in the form of dividends or other distributions. Once remitted outside the PRC, dividends, distributions or other proceeds from liquidation paid to us will not be subject to restrictions under PRC regulations on its further transfer or use.

Other than the above distributions by and through our PRC subsidiaries which are permitted to be made without the necessity to obtain further approvals, any conversion of the Renminbi-denominated revenues generated by our VIE for direct investment, loan or investment in securities outside the PRC will be subject to the limitations discussed above. To the extent we need to convert and use any Renminbi-denominated revenues generated by our VIE and its subsidiaries not paid to our PRC subsidiaries and revenues generated by our PRC subsidiaries not declared and paid as dividends, the limitations discussed above will restrict the convertibility of, and our ability to directly receive and use such revenues. As a result, our business and financial condition may be adversely affected. In addition, we cannot assure you that the PRC regulatory authorities will not impose more stringent restrictions on the convertibility of Renminbi in the future, especially with respect to foreign exchange transactions.

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Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it difficult for us to pursue growth through acquisitions in China.

The Merger and Acquisition of Domestic Enterprises by Foreign Investors (Revised in 2009), or the M&A Rules, established additional procedures and requirements that could make merger and acquisition activities in China by foreign investors more time-consuming and complex. For example, the MOFCOM must be notified in the event a foreign investor takes control of a PRC domestic enterprise. Although the amendment to the M&A Rules in 2016 generally eased the restrictions imposed on merger and acquisition activities, certain acquisitions of domestic companies by offshore companies that are related to or affiliated with the same entities or individuals of the domestic companies, are still subject to approval by the MOFCOM. In addition, the Implementing Rules Concerning Security Review on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in August 2011, require that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject to national security review by the MOFCOM. In addition, any activities attempting to circumvent such review process, including structuring the transaction through a proxy or contractual control arrangement, are strictly prohibited.

There is significant uncertainty regarding the interpretation and implementation of these regulations relating to merger and acquisition activities in China. In addition, complying with these requirements could be time-consuming, and the required notification, review or approval process may materially delay or affect our ability to complete merger and acquisition transactions in China. As a result, our ability to seek growth through acquisitions may be materially and adversely affected.

In addition, if the MOFCOM determines that we should have obtained its approval for our entry into contractual arrangements with our VIE and its shareholders, we may be required to file for remedial approvals. We cannot assure you that we would be able to obtain such approval from the MOFCOM. We may also be subject to administrative fines or penalties by the MOFCOM that may require us to limit our business operations in the PRC, delay or restrict the conversion and remittance of our funds in foreign currencies into the PRC or take other actions that could have material and adverse effect on our business, financial condition and results of operations.

PRC regulations relating to foreign exchange registration of overseas investment by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into the PRC subsidiaries, limit PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, or may otherwise adversely affect us.

The SAFE has promulgated regulations, including the Notice on Relevant Issues Relating to Foreign Exchange Control on Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or Circular 37, effective on July 4, 2014, and its appendices, that require PRC residents, including PRC institutions and individuals, to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity for the purpose of overseas investment and financing with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in Circular 37 as a “special purpose vehicle.” The term “control” under Circular 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRC residents in the offshore special purpose vehicles by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required registration with the SAFE, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its PRC subsidiaries. Further, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

On February 13, 2015, the SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or Notice 13, which became effective on June 1, 2015. Under Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under Circular 37, will be filed with qualified banks instead of the SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of the SAFE.

These regulations apply to our direct and indirect shareholders who are PRC residents and may apply to any offshore acquisitions or share transfers that we make in the future if our shares are issued to PRC residents. However, in practice, different local SAFE branches may have different views and procedures on the application and implementation of SAFE regulations, and since Circular 37 was recently issued, there remains uncertainty with respect to its implementation.

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All of our shareholders that we are aware of being subject to the SAFE regulations have completed all necessary registrations as required by Circular 37. We cannot assure you, however, that all of these individuals may continue to make required filings or updates on a timely manner, or at all. We can provide no assurance that we are or will in the future continue to be informed of identities of all PRC residents holding direct or indirect interest in our company. If any of such individuals fails to make or update the registration, our PRC subsidiaries could be subject to fines and legal penalties, and the SAFE could restrict our cross-border investment activities and our foreign exchange activities, including restricting our PRC subsidiaries’ ability to distribute dividends to, or obtain loans denominated in foreign currencies from, our company, or prevent us from contributing additional capital into our PRC subsidiaries. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

Our independent registered public accounting firm, like other independent registered public accounting firms operating in China, is not permitted to be subject to inspection by the Public Company Accounting Oversight Board and, as such, you are deprived of the benefits of such inspection.

Our independent registered public accounting firm that issued the audit report included in our annual reports filed with the SEC, as an auditor of companies that are traded publicly in the United States and a firm registered with the U.S. Public Company Accounting Oversight Board, or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and applicable professional standards. Because our auditor is located in, and organized under the laws of, the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB.

On May 24, 2013, the PCAOB announced that it had entered into a Memorandum of Understanding on Enforcement Cooperation with the China Securities Regulatory Commission, or the CSRC, and the PRC Ministry of Finance, which establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations undertaken by the PCAOB, the CSRC or the PRC Ministry of Finance in the United States and the PRC, respectively. The PCAOB continues to be in discussions with the CSRC and the PRC Ministry of Finance to permit joint inspections in the PRC of audit firms that are registered with the PCAOB and audit Chinese companies that trade on U.S. exchanges. On December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S. regulators in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. On April 21, 2020, the SEC and the PCAOB issued another joint statement reiterating the greater risk that disclosures will be insufficient in many emerging markets, including China, compared to those made by U.S. domestic companies. In discussing the specific issues related to the greater risk, the statement again highlighted the PCAOB’s inability to inspect audit documentation and practices of accounting firms in China, with respect to their audit work of U.S. reporting companies. These statements reflect a heightened interest in this issue that U.S. regulators have focused on in recent years. However, it remains unclear what the SEC and PCAOB will take any further actions to address this issue.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. This lack of PCAOB inspections in China prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

On June 4, 2020, the U.S. President issued a memorandum ordering the President’s Working Group on Financial Markets, or the PWG, to submit a report to the President within 60 days of the memorandum that includes recommendations for actions that can be taken by the executive branch and by the SEC or PCAOB to further protect investors in Chinese companies listed in the United States in response to the PCAOB’s lack of access to the work of such companies’ auditors. In August 2020, the PWG, released the Report on Protecting United States Investors from Significant Risks from Chinese Companies, which outlined the PWG’s five recommendations to the SEC. In particular, the PWG recommends that the SEC work to enhance U.S. exchanges’ listing standards to address the concern over the PCAOB’s lack of access to audit work papers. This would require, as a condition to initial and continued exchange listing, PCAOB access to work papers of the principal audit firm for the audit of the listed company. The PWG proposed a concept under which companies that are unable to satisfy this standard as a result of governmental restrictions on access to audit work papers and practices in non-cooperating jurisdictions, or NCJs, may satisfy this standard by providing a co-audit from an audit firm with comparable resources and experience where the PCAOB determines it has sufficient access to audit work papers and practices to conduct an appropriate inspection of the co-audit firm. However, there is currently no legal framework where such a co-audit could be conducted in China. To reduce market disruption, the new listing standards could provide for a transition period until January 1, 2022 for currently listed companies. The report also recommends to require enhanced and prominent issuer disclosures of the risks of investing in NCJs such as China. After this transition period, if currently listed companies were unable to meet the enhanced listing standards, then they would become subject to securities exchange rules and processes that could lead to possible de-listing if not cured. The measures in the PWG report are presumably subject to the standard SEC rulemaking process before becoming effective. On August 10, 2020, the SEC announced that then-SEC Chairman Jay Clayton had directed the SEC staff to prepare proposals in response to the PWG report, and that the SEC was soliciting public comments and information with respect to these proposals.

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As part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular China’s, former U.S. President Donald J. Trump signed into law on December 18, 2020 the Holding Foreign Companies Accountable Act, or the HFCA Act, which requires the SEC to propose rules within 90 days after its enactment to prohibit securities of any registrant from being listed on any of the U.S. securities exchanges or traded “over the counter” if the auditor of the registrant’s financial statements is not subject to PCAOB inspection for three consecutive years after the law becomes effective. On March 24, 2021, the SEC adopted interim final amendments to implement the HFCA Act. We could be delisted if we are unable to cure the situation to meet the PCAOB inspection requirement in time. See “—We could be delisted if we are unable to meet the PCAOB inspection requirements in time.”

We could be delisted if we are unable to meet the PCAOB inspection requirements in time.

On December 18, 2020, the HFCA Act was enacted. The HFCA Act states if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over the counter trading market in the U.S. We are not required to comply with the SEC’s interim final amendments to implement the HFCA Act until the SEC has identified us as having a “non-inspection” year under a process to be subsequently established by the SEC. If we are identified by the SEC as a registrant that will have to comply with the interim final amendments, we will be subject to additional submission and disclosure requirements. For example, the amendments will require any identified registrant to submit documentation to the SEC establishing that the registrant is not owned or controlled by a governmental entity in that foreign jurisdiction, and will also require disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and governmental influence on, such a registrant. The SEC is seeking public comment on these submission and disclosure requirements and plans to separately address implementation of the trading prohibitions in the HFCA Act in the future.

There could be additional regulations or legislation that could impact us if our auditor is not subject to PCAOB inspection. The PWG Report issued in August 2020 contained recommendations to address the lack of PCAOB inspection access. Some of these recommendations were implemented in the HFCA Act. However, some of the recommendations were more stringent than the HFCA Act. For example, the PWG report recommended that the transition period before a company would be delisted would end on January 1, 2022.

Whether the PCAOB will be able to conduct inspections of our auditors in the next three years, or at all, is subject to substantial uncertainty and depends on a number of factors out of our control. If we are unable to meet the PCAOB inspection requirement in time, we could be subject to additional submission and disclosure requirements, delisted and our ADSs will not be permitted for trading “over-the-counter” either. If our securities are unable to be listed on another securities exchange by then, such a delisting would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the ongoing risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a delisting would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.

It may be difficult for overseas regulators to conduct investigations or collect evidence within China.

Shareholder claims or regulatory investigations that are common in jurisdictions outside China are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the United States or other jurisdictions may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC, and without the consent by the Chinese securities regulatory authorities and the other competent governmental agencies, no entity or individual may provide documents or materials related to securities business to any foreign party. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability of an overseas securities regulator to directly conduct investigation or evidence collection activities within China and the potential obstacles for information provision may further increase difficulties you face in protecting your interests. See also “—Risks Related to Our Ordinary Shares and ADSs—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.

Higher labor costs in the PRC may adversely affect our business, financial condition and results of operations.

Labor costs in the PRC have increased with the PRC’s economic development. We expect that our labor costs, including wages, various statutory employee benefits, including those for full-time and part-time teachers, consultants and administrative staff, will continue to increase. Unless we are able to pass on these increased labor costs to our students by increasing prices for our services, our profitability and results of operations may be materially and adversely affected.

Employee participants in our share incentive plans who are PRC citizens may be required to register with the SAFE. We also face regulatory uncertainties in the PRC that could restrict our ability to grant share incentive awards to our employees who are PRC citizens.

Pursuant to the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in a Stock Incentive Plan of an Overseas Publicly-Listed Company issued by the SAFE on February 15, 2012, or Circular 7, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with the SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. Such PRC individuals’ foreign exchange income received from the sale of shares and dividends distributed by the overseas listed company and any other income shall be fully remitted into a collective foreign currency account in the PRC opened and managed by the PRC domestic agent before distribution to such individuals. In addition, such domestic individuals must also retain an overseas entrusted institution to handle matters in connection with their exercise of share options and their purchase and sale of shares. The PRC domestic agent also needs to update registration with the SAFE within three months after the overseas-listed company materially changes its share incentive plan or make any new share incentive plans.

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From time to time, we need to apply for or update our registration with the SAFE or its local branches on behalf of our employees who receive options or other equity-based incentive grants under our share incentive plans or material changes in our share incentive plan. However, we may not always be able to make applications or update our registration on behalf of our employees who hold any type of share incentive awards in compliance with Circular 7, nor can we ensure you that such applications or update of registration will be successful. If we or the participants of our share incentive plans who are PRC citizens fail to comply with Circular 7, we and/or such participants of our share incentive plans may be subject to fines and legal sanctions, there may be additional restrictions on the ability of such participants to exercise their share options or remit proceeds gained from sale of their shares into the PRC, and we may be prevented from further granting share incentive awards under our share incentive plans to our employees who are PRC citizens.

Fluctuations in the value of the Renminbi could have a material and adverse effect on your investment.

The change in value of the Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. We cannot assure you that Renminbi will not appreciate or depreciate significantly in value against the U.S. dollar in the future. It is difficult to predict how market forces and PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future.

Any significant appreciation or revaluation of the Renminbi may have a material adverse effect on the value of, and any dividends payable on, our ADSs in foreign currency terms. More specifically, if we decide to convert our Renminbi into U.S. dollars, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. To the extent that we need to convert U.S. dollars we receive from our offshore financing activities into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. In addition, appreciation or depreciation in the exchange rate of the Renminbi to the U.S. dollar could materially and adversely affect the price of our ADSs in U.S. dollars without giving effect to any underlying change in our business or results of operations.

Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise,” which could result in unfavorable tax consequences to us and our non-PRC shareholders or ADS holders.

The PRC Enterprise Income Tax Law and its implementing rules provide that enterprises established outside of the PRC whose “de facto management bodies” are located in the PRC are considered “resident enterprises” under PRC tax laws. The implementing rules define the term “de facto management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. On April 22, 2009, the State Administration of Taxation, or SAT, issued Circular 82, as amended, which provides that a foreign enterprise controlled by a PRC company or a group of PRC companies will be classified as a “resident enterprise” with its “de facto management body” located within the PRC if all of the following requirements are satisfied: (1) the senior management and core management departments in charge of its daily operations function are mainly in the PRC; (2) its financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (3) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in the PRC; and (4) at least half of the enterprise’s directors with voting right or senior management reside in the PRC. The SAT issued a bulletin on July 27, 2011 to provide more guidance on the implementation of Circular 82. The bulletin clarifies certain matters relating to resident status determination, post-determination administration and competent tax authorities. Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises and not offshore enterprises controlled by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin may reflect the general position of the SAT on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises and how the administration measures should be implemented, regardless of whether they are controlled by PRC enterprises or PRC individuals.

From the year in which the entity is determined as a “resident enterprise,” any dividend, profit and other equity investment gain shall be taxed in accordance with the PRC Enterprise Income Tax Law and its implementing rules.

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We believe we are not a PRC resident enterprise for PRC tax purposes. As the tax resident status of an enterprise is subject to the determination by the PRC tax authorities, if we are deemed as a PRC “resident enterprise,” we will be subject to PRC Enterprise Income Tax on our worldwide income at a uniform tax rate of 25%, although dividends distributed to us from our existing PRC subsidiaries and any other PRC subsidiaries which we may establish from time to time could be exempt from the PRC dividend withholding tax due to our PRC “resident recipient” status. This could have a material adverse effect on our overall effective tax rate, our income tax expenses and our net income. Furthermore, dividends, if any, paid to our shareholders and ADS holders may be decreased as a result of the decrease in distributable profits. In addition, if we were to be considered a PRC “resident enterprise,” dividends we pay with respect to our ADSs or ordinary shares and the gains realized from the transfer of our ADSs or ordinary shares may be considered income derived from sources within the PRC. In such case, we may be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises, including the holders of our ADSs. In addition, non-resident enterprise shareholders (including our ADS holders) may be subject to PRC tax at a rate of 10% on gains realized on the sale or other disposition of ADSs or ordinary shares. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including our ADS holders) and any gain realized on the transfer of ADSs or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source). Any PRC tax liability may be reduced by an applicable tax treaty. However, it is unclear whether non-PRC shareholders would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in the ADSs or ordinary shares.

There are significant uncertainties under the PRC Enterprise Income Tax Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends paid by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.

Under the PRC Enterprise Income Tax Law and its implementation rules, the profits of an FIE generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to a special arrangement between Hong Kong and the PRC, such rate may be reduced to 5% if a Hong Kong resident enterprise owns more than 25% of the equity interest in the PRC company. Our PRC subsidiaries are wholly owned by our Hong Kong subsidiary.

Moreover, under the Notice on Issues regarding the Administration of the Dividend Provision in Tax Treaties promulgated by the SAT on February 20, 2009, the taxpayer needs to satisfy certain conditions to enjoy the benefits under a tax treaty. These conditions include: (1) the taxpayer must be the beneficial owner of the relevant dividends, and (2) the corporate shareholder to receive dividends from the PRC subsidiaries must have continuously met the direct ownership thresholds during the 12 consecutive months preceding the receipt of the dividends. Further, the SAT promulgated the Notice on Issues Related to the “Beneficial Owner” in Tax Treaties on February 3, 2018, which sets forth certain detailed factors in determining the “beneficial owner” status.

Entitlement to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other countries or regions is subject to inspection or approval by the relevant tax authorities. As a result, we cannot assure you that we will be entitled to any preferential withholding tax rate under tax treaties for dividends received from our PRC subsidiaries.

We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or Bulletin 7, which partially replaced and supplemented previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the SAT on December 10, 2009. Under Bulletin 7, an “indirect transfer” of assets by non-PRC resident enterprises, including transfers of equity interests in a PRC resident enterprise, may be re-characterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment in the PRC, immoveable properties in the PRC, and equity investments in PRC resident enterprises. In respect of an indirect offshore transfer of assets of a PRC establishment, the relevant gain is to be regarded as effectively connected with the PRC establishment and therefore included in its enterprise income tax filing, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties in the PRC or equity investments in a PRC resident enterprise, which is not effectively connected to a PRC establishment of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. In addition, Bulletin 7 has introduced safe harbors for internal group restructurings and purchases and sales of equity through a public securities market.

On October 17, 2017, the SAT issued the Announcement on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or Bulletin 37, which came into effect on December 1, 2017 and abolished Circular 698. The Bulletin 37 further clarifies the practices and procedures for the withholding of the non-PRC resident enterprise income tax.

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We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, such as offshore restructurings, sales of the shares in our offshore subsidiaries and investments. Our company may be subject to filing obligations or taxes if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions, under SAT Bulletin 7 and SAT Bulletin 37. For transfers of shares in our company by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filings under Bulletin 7 and Bulletin 37. As a result, we may be required to expend valuable resources to comply with Bulletin 7 and Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

If the settlement reached between the SEC and the Big Four PRC-based accounting firms (including the Chinese affiliate of our independent registered public accounting firm), concerning the manner in which the SEC may seek access to audit working papers from audits in China of U.S.-listed companies, is not or cannot be performed in a manner acceptable to authorities in China and the United States, we could be unable to timely file future financial statements in compliance with the requirements of the Securities Exchange Act of 1934.

In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the mainland Chinese affiliates of the “Big Four” accounting firms (including the mainland Chinese affiliate of our independent registered public accounting firm). A first instance trial of the proceedings in July 2013 in the SEC’s internal administrative court resulted in an adverse judgment against the firms. The administrative law judge proposed penalties on the Chinese accounting firms including a temporary suspension of their right to practice before the SEC, although that proposed penalty did not take effect pending review by the Commissioners of the SEC. On February 6, 2015, before a review by the Commissioner had taken place, the Chinese accounting firms reached a settlement with the SEC whereby the proceedings were stayed. Under the settlement, the SEC accepted that future requests by the SEC for the production of documents would normally be made to the CSRC. The Chinese accounting firms would receive requests matching those under Section 106 of the Sarbanes-Oxley Act of 2002, and would be required to abide by a detailed set of procedures with respect to such requests, which in substance would require them to facilitate production via the CSRC. The CSRC for its part initiated a procedure whereby, under its supervision and subject to its approval, requested classes of documents held by the accounting firms could be sanitized of problematic and sensitive content so as to render them capable of being made available by the CSRC to U.S. regulators.

Under the terms of the settlement, the underlying proceeding against the four PRC-based accounting firms was deemed dismissed with prejudice at the end of four years starting from the settlement date which was on February 6, 2019. Despite the final ending of the proceedings, the presumption is that all parties will continue to apply the same procedures, under which the SEC will continue to make its requests for the production of documents to the CSRC, and the CSRC will normally process those requests applying the sanitization procedure. We cannot predict whether, in cases where the CSRC does not authorize production of requested documents to the SEC, the SEC will further challenge the four PRC-based accounting firms’ compliance with U.S. law. If additional challenges are imposed on the Chinese affiliates of the “big four” accounting firms, we could be unable to timely file future financial statements in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In the event that the SEC restarts the administrative proceedings, depending upon the final outcome listed companies in the United States with major PRC operations may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act, including possible delisting. Moreover, any negative news about any such future proceedings against these accounting firms may cause investor uncertainty regarding China-based, United States-listed companies and the market price of our ADSs may be adversely affected.

If the Chinese affiliate of our independent registered public accounting firm was denied, even temporarily, the ability to practice before the SEC and we were unable to timely find another registered public accounting firm to audit and issue an opinion on our financial statements, our financial statements could be determined not to be in compliance with the requirements of the Exchange Act. Such a determination could ultimately lead to the delisting of our ordinary shares from the New York Stock Exchange, or NYSE, or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.

Risks Related to Our Ordinary Shares and ADSs

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from requirements applicable to other public companies that are not emerging growth companies, including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 for so long as we remain an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

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The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

The market prices for the ADSs have fluctuated and may be volatile.

The trading price of our ADSs had ranged from US$3.68 to US$11.47 per ADS in 2020. The last reported trading price on April 28, 2021 was US$4.05 per ADS. The trading price of our ADSs is likely to remain volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, akin to the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The trading performances of these Chinese companies’ securities after their securities offerings may affect the perception and attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile due to a number of factors, including the following:

• regulatory developments affecting us or our industry, and customers of our education services;

• actual or anticipated fluctuations in our quarterly or annual results of operations, cash flows and changes or revisions of our expected results;

• changes in the market condition, market potential and competition in education services;

• announcements by us or our competitors of new education services, expansions, investments, acquisitions, strategic partnerships or joint ventures;

• fluctuations in global and Chinese economies;

• changes in financial estimates by securities analysts;

• adverse publicity, studies or reports about us;

• additions or departures of our key personnel and senior management;

• release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

• potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

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Future sales or issuances, or perceived future sales or issuances, of substantial amounts of our ordinary shares or ADSs could cause the price of the ADSs to decline significantly.

Sales of substantial amounts of our ordinary shares or ADSs, including those issued upon the exercise of outstanding options or convertible notes, in the public market, or the perception that these sales could occur, could adversely affect the price of our ADSs and could impair our ability to raise capital through the sale of additional shares. Such sales may also make it more difficult for us to sell equity or equity-linked securities in the future at a time and price that we deem appropriate. All our ordinary shares represented by ADSs were freely transferable by persons other than our directors, executive officers and other affiliates (as that term is defined in the Securities Act) without restriction or additional registration under the Securities Act. The remaining ordinary shares will be available for sale subject to volume and other restrictions as applicable under Rules 144 and 701 under the Securities Act.

In the future, we may also issue securities in connection with investments or acquisitions. The amount of our ordinary shares issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common shares. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.

The trading market for our ADSs depends in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who covers us downgrades our ADSs or publishes inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ADSs to decline.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our ADSs for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors has discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare dividends, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay dividends out of profits, retained earnings or share premium, provided that in no circumstances may dividends be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flows, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. We cannot guarantee that our ADSs will appreciate in value going forward or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

There can be no assurance that we were not a passive foreign investment company, or PFIC, for 2020 or that we will not be a PFIC for 2021 or any other taxable year, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ADSs or ordinary shares.

In general, a non-U.S. corporation is a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Cash is a passive asset for purposes of the PFIC rules. Based upon the nature of our business, the composition of our income and assets and the value of our assets, including goodwill (which is based on the market price of our ADSs), we believe we were not a PFIC for 2020. However, it is not entirely clear how the contractual arrangements between us and our VIE will be treated for purposes of the PFIC rules. If it were determined that we are not the owner of the stock of our VIE for U.S. federal income tax purposes, we could be treated as a PFIC. In light of the foregoing, there can be no assurance that we were not, or will not be, a PFIC for any taxable year.

If we were a PFIC for 2020 or any other taxable year during which a U.S. investor holds ADSs or ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. investor. See “Item 10. Additional Information—E. Taxation—U.S. Federal Income Tax Consequences—Passive Foreign Investment Company Rules.”

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Our second amended and restated memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our ordinary shares and ADSs.

We adopted the second amended and restated memorandum and articles of association. Our second amended and restated memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority subject to any resolution of the shareholders to the contrary, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our second amended and restated memorandum and articles of association, the Companies Act (as amended) of the Cayman Islands and the common law of the Cayman Islands. The rights of our shareholders to take action against our directors, actions by our minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.

Shareholders of Cayman Islands exempted companies with limited liability, like us, have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our second amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

The Cayman Islands courts are also unlikely (i) to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws, or (ii) to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of our board of directors or our large shareholders than they would as public shareholders of a company incorporated in the United States. For a discussion of certain significant differences between the provisions of the Companies Act (as amended) of the Cayman Islands and the laws applicable to companies incorporated in the United States and their shareholders.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company with limited liability and all of our assets are located outside of the United States. Substantially all of our current operations are conducted in the PRC. In addition, a majority of our current directors and officers are nationals and residents of countries other than the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

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We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

• the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

• the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

• the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

• the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of the NYSE. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.

As an exempted company incorporated in the Cayman Islands with limited liability, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.

As a Cayman Islands exempted company with limited liability listed on NYSE, we are subject to the corporate governance listing standards under the NYSE. However, NYSE Listed Company Manual permits a foreign private issuer like us to follow the corporate governance practices of its home country.

Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the corporate governance listing standards under the NYSE. Shareholders (not being directors) of Cayman Islands exempted companies with limited liability like us have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our second amended and restated memorandum and articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your ordinary shares.

As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. Upon receipt of your voting instructions, the depositary will vote the underlying ordinary shares in accordance with these instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. Under our second amended and restated memorandum and articles of association, the minimum notice period required for convening a general meeting is ten calendar days.

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When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs to allow you to vote with respect to any specific matter. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

The depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares underlying your ADSs if you do not vote at shareholders’ meetings, except in limited circumstances, which could adversely affect your interests and the ability of our shareholders as a group to influence the management of our company.

Under the deposit agreement for the ADSs, if you do not give voting instructions to the depositary to direct how the ordinary shares underlying your ADSs are voted, the depositary will give us a discretionary proxy to vote the ordinary shares underlying your ADSs at shareholders’ meetings unless:

• we have failed to timely provide the depositary with notice of meeting and related voting materials;

• we have instructed the depositary that we do not wish a discretionary proxy to be given;

• we have informed the depositary that there is substantial opposition as to a matter to be voted on at the meeting;

• a matter to be voted on at the meeting would have a material adverse impact on shareholders; or

• the voting at the meeting is to be made on a show of hands.

The effect of this discretionary proxy is that if you do not give voting instructions to the depositary to direct how the ordinary shares underlying your ADSs are voted, you cannot prevent the ordinary shares underlying your ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

You may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of our ADSs.

You may experience dilution of your holdings due to the inability to participate in rights offerings.

We may, from time to time, distribute rights to our shareholders, including rights to acquire securities. Under the deposit agreement, the depositary will not distribute rights to holders of ADSs unless the distribution and sale of rights and the securities to which these rights relate are either exempt from registration under the Securities Act with respect to all holders of ADSs, or are registered under the provisions of the Securities Act.

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The depositary may, but is not required to, attempt to sell these undistributed rights to third parties, and may allow the rights to lapse. We may be unable to establish an exemption from registration under the Securities Act, and we are under no obligation to file a registration statement with respect to these rights or underlying securities or to endeavor to have a registration statement declared effective. Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result.

ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

The deposit agreement governing the ADSs representing our ordinary shares provides that, subject to the depositary’s right to require a claim to be submitted to arbitration, the federal or state courts in the City of New York have exclusive jurisdiction to hear and determine claims arising under the deposit agreement and in that regard, to the fullest extent permitted by applicable law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our ordinary shares, the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.

If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable U.S. state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and the ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before investing in the ADSs.

If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, including claims under U.S. federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action.

Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder.

You may be subject to limitations on the transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may close its books from time to time for a number of reasons, including in connection with corporate events such as a rights offering, during which time the depositary needs to maintain an exact number of ADS holders on its books for a specified period. The depositary may also close its books in emergencies, and on weekends and public holidays. The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

We have incurred and will continue to incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

As a public company, we have incurred and will continue to incur significant accounting, legal and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and the NYSE, have detailed requirements concerning corporate governance practices of public companies. As a company with less than US$1.07 billion in revenues for the year ended December 31, 2020, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also permits an emerging growth company to delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have elected to “opt out” of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We expect these rules and regulations applicable to public companies to increase our accounting, legal and financial compliance costs and to make certain corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. Our management will be required to devote substantial time and attention to our public company reporting obligations and other compliance matters. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. Our reporting and other compliance obligations as a public company may place a strain on our management, operational and financial resources and systems for the foreseeable future.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

In September 2014, Puxin Education Technology Group Co., Ltd. (formerly known as Beijing Puxin Education Technology Co., Ltd.), or Puxin Education, was incorporated in Beijing, China. In March 2017, we incorporated Puxin Limited under the laws of the Cayman Islands. In April 2017, we established a wholly-owned subsidiary in Hong Kong, Prepshine Holdings Co., Limited, or Prepshine Holdings, to be our intermediate holding company. In January 2018, we also established a wholly-owned subsidiary in China, Purong (Beijing) Information Technology Co., Ltd., or Purong Beijing, through which we obtained control over Puxin Education based on a series of contractual arrangements entered into on February 5, 2018.

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Due to PRC legal restrictions on foreign ownership in education services, we carry out our business in China through Puxin Education and its subsidiaries. In February 2018, we, through our PRC subsidiary, Purong Beijing, entered into a series of contractual arrangements with (i) Puxin Education, and (ii) the shareholders of Puxin Education, to obtain effective control of our variable interest entity.

Subsequent to the establishment of Puxin Education, we acquired and established a number of entities to grow our business. As of December 31, 2020, we had 407 learning centers in 32 cities in China, consisting of 328 K-12 learning centers and 79 study-abroad learning centers. In December, 2020, we entered into an agreement with Beijing Gaotu Yunji Education Technology Co., Ltd., or Gaotu Yunji, to transfer the 100% equity interest in Tianjin Puxin Online School Education Technology Co., Ltd., a subsidiary of Puxin Education engaging in online tutoring services, to Gaotu Yunji with a total cash consideration of RMB37.4 million.

Our principal executive offices are located at Floor 5, Building 4, Dingjun Building, 75 Suzhou Street, Haidian District, Beijing, People’s Republic of China. Our telephone number at this address is +86 10 8260 5578. Our registered office in the Cayman Islands is located at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. located at 122 E 42nd Street, 18th Floor, New York, New York 10168.

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 http://ir.pxjy.com. The information contained on our website is not a part of this annual report.

B. Business Overview

We are a successful consolidator in the after-school education industry in China. We have strong acquisition and integration expertise to effectively improve education quality and operational performance of acquired schools. As December 31, 2020, we had a nationwide network of 407 learning centers across 32 cities in China with 61 schools that we acquired and integrated since our inception. Our total student enrollments increased from 1,846,349 in 2018 to 2,872,025 in 2019 and further increased to 3,680,742 in 2020.

We offer a full spectrum of K-12 and study-abroad tutoring programs designed to help students achieve academic excellence, as well as prepare for admission tests and applications for top schools, universities and graduate programs in China and other countries. We strive to further expand the breadth of our service offerings. In 2019, we started to offer full-time tutoring to high school students who are preparing for university entrance exams and art college admission exams in China.

Since 2019, we have implemented an online-merge-offline strategy, or OMO strategy, through which we leverage our nationwide network of learning centers to improve students’ learning experience and enhance monetization through online platforms to complement the classroom-based K-12 tutoring services. To complement our classroom-based tutoring courses, we have started to offer online tutoring classes on weekdays and weekends to students of K-12 group class and personalized tutoring courses since January 2019, which have increased the time that our students spent with us and thus enhance their stickiness. We offer Puxin Dual-Teacher Classrooms which are live streaming classes where a teacher from one of our learning center partners with another teacher located in other learning centers to jointly conduct online lectures to students.

K-12 Tutoring Services

Our K-12 tutoring services provide result-oriented educational services in various forms, such as classroom-based after-school tutoring, as well as full-time tutoring for preparation of university entrance exams and art college admission exams, to help students enhance their academic results. We provide a study plan tailored to fit a student’s aptitude, grade level, past academic performance, future academic goals, and other pertinent factors. Our curricula cover all K-12 academic subjects, including mathematics, English, Chinese, physics, chemistry, biology, politics science, geography and history, as well as specialized artistic skill trainings for art college admission exams in China. As of December 31, 2020, we had 328 K-12 learning centers, including 312 learning centers for after-school tutoring and 16 learning centers for full-time tutoring.

After-school Tutoring Services

We offer after-school tutoring services in group class settings and through personalized sessions.

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Group Class Courses

Group class courses are our main form of service offering in terms of the number of student enrollments. We typically enroll a maximum of 50 students for group classes. Group class courses typically range from two to six course hours per week during spring and fall school semesters, and 12 to 16 course hours per week during summer and winter breaks. We charge tuition fees for K-12 group class courses based on the type of the subject, level of sophistication of the course, geographical region and customer segmentation. The average course fee for our regular group class courses of each school range from RMB20 to RMB120 per hour depending on the type of the subject, level of sophistication of the course, customer segmentation and geographical region. We generally allow students to withdraw from courses and refund tuition for undelivered classes.

As of December 31, 2020, we offered group classes at 255 out of our 328 K-12 learning centers. We had 2,520,744 student enrollments in our K-12 group class courses in 2020. For schools operating under our management for over 12 months, the retention rate of our K-12 group class courses reached 72.7% and the K-12 group class utilization rate reached 68.7% in 2020.

For each new student, we evaluate the student’s past and current academic performance and future academic goals, and provide course recommendations based on subjects, grade level, as well as timing and budget, to meet his or her learning need. Many of our courses for the same subject and grade level are offered at different levels of pace and sophistication. Students are required to pass admission tests to enroll in advanced courses and elite courses. We periodically assess our students’ progress, and based on the results of such assessment, reassign students to different classes on an as-needed basis to help them progress to the best of their ability.

We strive to provide a supportive learning environment to our students by efficient and responsive communications. Our teachers and teaching assistants keep track of each student’s performance and progress and regularly communicate with our students and their parents. Most of our group classes are assigned a teaching assistant who is in close contact with the students and parents to provide comprehensive supporting services, such as class scheduling, homework assignments and collection of feedback on teaching quality. We also seek to involve the parents of our students in each stage of the tutoring process. During the tutoring sessions and throughout our service period, we periodically communicate with the parents, encourage them to provide feedback and suggestions on our courses and update them on the progress that their children have achieved in our courses.

In January 2019, we started to offer online tutoring classes on weekdays and weekends to students as an addition to their regular classes in classroom. Our weekday online classes focus on after-class practices, Q&As and error corrections to help students digest and master the course contents which can enhance their learning experience with us. We usually add one online sessions per week for students at grades three to nine. Our online classes have increased the time that our students spent with us and thus enhance students’ stickiness.

Personalized Tutoring Courses

In addition to group classes, we also offer personalized K-12 tutoring courses to adapt to each student’s learning pace, pattern and approach. Our personalized tutoring courses typically consist of no more than six students per session to ensure each student can improve their academic performance by, among other things, addressing weaknesses in particular subjects or topics, strengthening test-taking skills and fostering studying habits and incentives. Our students enroll in a personalized tutoring course two to three times per week during each spring and fall school semester and four to five times per week during each winter and summer break, with each class lasting for approximately two hours. Course fees for our regular personalized tutoring courses typically range from RMB160 to RMB600 per course hour, depending on the level of sophistication of the course and geographical region. We generally allow students to withdraw from courses at any time and refund tuition for undelivered classes.

As of December 31, 2020, we offered personalized tutoring services at 199 out of 328 K-12 learning centers, mainly in tier-1 and tier-2 cities in China. In 2020, we had 49,617 student enrollments in our K-12 personalized tutoring classes.

Our personalized tutoring services generally comprise of three main components: (i) assessment and study plan formation, (ii) personalized tutoring and (iii) monitoring and tracking of an individual student’s progress. For each new student, we commence with a consultation followed by a comprehensive assessment designed to evaluate the student’s existing academic knowledge, test-taking skills and learning patterns. Our professional consultants and teachers use the results of the assessment to analyze each student’s academic strengths and weaknesses, and craft customized study plan based on each student’s aptitude and learning needs. Based on the customized study plans, our teachers will provide individualized sessions to the students to enhance their understanding of the subjects and practice test-taking skills. We have a designated team which continuously monitors and tracks an individual student’s progress to ensure personalized tutoring courses are tailored to the pace and learning pattern of each student. We also offer online tutoring classes to students of personalized tutoring courses to further help them review the learning contents and improve the learning results which we believe can enhance students’ stickiness.

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Full-time Tutoring Services

To further expand the breadth of our service offerings, in April 2019, we started to offer full-time tutoring to high school students who are preparing for university entrance exams and art college admission exams in China. We provide boarding services and create a closed-door environment for students. Our full-time tutoring programs usually last for six to nine months and we charge students tuition and boarding fees which typically range from RMB45,000 to RMB65,000 per student. As of December 31, 2020, we offered full-time tutoring services at 16 learning centers in Beijing, Xi’an, Jinan, Guangzhou and Zhengzhou. In 2020, we had 36,755 student enrollments in our K-12 full-time tutoring courses.

Other Services

We also offer certain extracurricular courses to students, such as painting, calligraphy and science. Our courses are designed to inspire students’ creativity, enhancing their critical thinking and problem-solving abilities and enriching their life experience.

Study-abroad Tutoring Services

Our study-abroad tutoring services are designed to help students prepare for admission tests and applications for high schools, universities and graduate programs primarily in English-speaking countries. We offer study-abroad test preparation courses and study-abroad consulting services through our learning centers located in 24 cities. In addition to our directly operated learning centers, we also have franchised schools operated under the brand of Global Education.

Study-abroad Test Preparation Courses

We offer study-abroad test preparation courses to students taking language and entrance exams used by educational institutions in the United States and Commonwealth countries, such as the United Kingdom, Australia and New Zealand. We offer test preparation courses for major overseas exams, including IELTS, SSAT, SAT, TOEFL, AP, ACT, A-level, GRE and GMAT.

Our test preparation courses focus on quality instruction and test-taking techniques designed to help students achieve high scores on the admissions and assessment tests. Our experienced teachers generally teach in small and medium-sized classes ranging from three to ten students. Course fees for our test preparation courses typically range from RMB100 to RMB1,500 per course hour, depending on the size of class, level of sophistication of the course and geographical region. In 2020, we had 37,904 student enrollments in our study-abroad test preparation courses.

IELTS preparation courses. Our IELTS preparation courses target students who choose to pursue undergraduate and graduate degrees in countries that predominately refer to IELTS scores for school and university admissions, such as the United Kingdom, Australia and New Zealand. We provide IELTS courses in various forms, such as large classroom lectures, small seminar, one-on-one tutoring, and online tutoring. Our IELTS courses generally range from 50 to 300 course hours. Course fees for our regular IELTS preparation courses typically range from RMB100 to RMB900 per course hour.

TOEFL / SAT / SSAT preparation courses. Our TOEFL, SAT and SSAT preparation courses are targeting middle school, high school and college students who desire to pursue education in the United States or Canada. We offer a range of basic and advanced TOEFL courses, and courses for the SAT and SSAT subject tests. Our TOEFL, SAT and SSAT preparation courses generally range from 50 to 300 course hours. Course fees for our regular TOEFL, SAT and SSAT preparation courses typically range from RMB150 to RMB1,500 per course hour.

Other test preparation courses. We offer test preparation courses for students who take subject-based AP and A-Level exams to supplement their application for universities in the United States and United Kingdom. We also offer preparation courses for GRE and GMAT for students who wish to continue graduate studies in the United States or Canada.

Study-abroad Consulting Services

We provide quality guidance primarily for students and working adults who intend to study in United States or Commonwealth countries. In 2020, we had 3,474 student enrollments in our study-abroad consulting services.

We provide one-on-one customized comprehensive one-stop plan for each student, including:

• Assessment and Positioning: To ensure that we accurately advise on the best country, university and major, we first conduct a comprehensive assessment of each student. We assign to each student a professional admission consultant who has in-depth knowledge and experience in admission application for overseas schools and universities. Based on students’ academic qualifications, career goals, financial status and work experience, our consultants will help them choose the optimal target schools that address their aspirations and goals.

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• Application Guidance: We offer comprehensive guidance for our students throughout the application process. Leveraging their own overseas studying experience and comprehensive expertise of the application requirements and procedures, our consultants provide guidance tailored for each student on their application packages. To help students prepare for the school interviews, we also offer a number of interview preparation sessions. The interview preparation sessions are conducted by professionals who have extensive experience in interview techniques and are well versed with the nature and scope of interview questions that universities usually ask candidates.

• Visa Assistance: We assist students in preparing for visa applications and interviews.

Fees for our study-abroad consulting services vary among our learning centers throughout China as well as among service packages, depending on, among other things, local market conditions, type and length of the service, and consultant costs. Consistent with market practices, our service fees, excluding a small portion to cover our costs incurred, are generally refunded if a student fails to gain any admission or obtain the relevant visa.

Online Platforms

In addition to classroom-based educational services and products, we also provide a variety of in-house developed online learning platforms to accommodate our students’ individual learning habits and objectives.

• Puxin Dual-Teacher Classrooms. We offer live streaming classes where a teacher from one of our learning center partners with another teacher located in other learning centers to jointly conduct online lectures to students. Our Puxin Dual-Teacher Classrooms currently focus on classes among learning centers in same cities. In order to leverage our localized course contents and teaching staff, we plan to build learning centers in suburban areas or satellite cities within a reasonable proximity to the cities where we have already operated learning centers and offer Puxin Dual-Teacher Classrooms at these locations. We believe this initiative will enable us to further expand our coverage and penetration in local markets.

• Puxin Superior Classes. We provide a professional online learning platform for live and recorded broadcasted courses, gathering a large number of high-quality educational institutions and excellent teachers, covering K-12 education, language training, education for all-around development, family education and other types of courses.

• Foreign Teacher Classes. We offer online interactive classes for students to interact with native speakers of foreign languages. Our foreign teacher classes have both one-on-one classes and group classes.

• GEDU Online. GEDU Online is the web-based platform of Global Education for students to enroll in online recorded IELTS or other study-abroad test preparation courses. The primary audience for GEDU Online is students in tier-3 and tier-4 cities where we have not yet established presence.

Our Puxin Teacher & Student App is a one-stop mobile platform among students, teachers and parents. Students can view lecture videos online anytime or download for offline viewing based on their own schedules or studying paces. Students can view assignments online, raise questions or obtain teachers’ review on their coursework. For teachers, our Puxin Teacher & Student App allows them to bring the classroom onto iOS and Android devices. Teachers can use our mobile application to upload their lecture videos and course materials, allocate and collect assignments from students, provide feedback and track students’ progress. In addition, our students’ parents can enroll in new courses, track students’ study progress and make payments through Puxin Teacher & Student App, which allows us to allocate our teaching resources in advance according to the data collected online. We update and diversify the functions of our Puxin Teacher & Student App to support our services to students and their parents.

We launched Puxin Online School in November 2018 to offer online courses in a large-class setting. In 2020, Puxin Online School had a total student enrollments of 1,032,248. In December 2020, we entered into an agreement with Beijing Gaotu Yunji Education Technology Co., Ltd., or Gaotu Yunji, to transfer the 100% equity interest in Tianjin Puxin Online School Education Technology Co., Ltd., the entity operating Puxin Online School, to Gaotu Yunji with a total cash consideration of RMB37.4 million.

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Our Network

We deliver our educational services to students through an extensive network of directly operated learning centers. Our physical network of learning centers comprises K-12 learning centers, study-abroad test preparation learning centers and study-abroad learning centers. As of December 31, 2020, we had 407 learning centers in 32 cities in China, consisting of 328 K-12 learning centers and 79 study-abroad learning centers.

We provide K-12 tutoring services through directly operated learning centers. Each of our directly operated learning centers is administered by a private school or a corporation. Each school or corporation is managed by a principal, who is responsible for daily operations, sales and marketing, academic support and customer services for all the learning centers of the private school or the corporation.

Most of our learning centers have classroom facilities to serve students who attend our courses. Our K-12 after-school learning centers are generally located near elementary schools, middle schools or residential areas. Our study-abroad test preparation learning centers are generally located near colleges and universities or testing centers. We lease substantially all of our facilities, office and classroom spaces for each learning centers.

For our study-abroad tutoring services, in addition to our directly operated learning centers, we have franchised schools which are franchisees of Global Education. As of December 31, 2020, we had 132 franchised learning centers operated by the franchisees of Global Education. We charge franchise fees every year ranging from RMB120,000 to RMB350,000 as consideration for the right we granted to the franchisees and do not share any revenue that franchised schools generate.

Centralized and Standardized Management

We have implemented centralized and standardized management throughout our school network to consistently manage key aspects of their operations by applying our Puxin Business System, or PBS. PBS is a standard, common collection of business processes and process improvement methodologies. Designed by our core management team, PBS has reflected our management’s accumulated experience in the education industry and incorporated the best practices in the operations and management of our schools.

PBS is the primary methodology that we apply throughout the entire operating process, covering strategy deployment, budget planning and management, internal reporting and communication, execution control, and performance review and management. It covers as many as over 3,000 operation and management processes, including, among others, organizational structure, financial management, operating manuals, product development, student recruitment, teacher management, marketing, human resources and knowledge management. PBS sets forth task lists for each operation and management process and contains more than 10,000 tasks that our schools are required to perform during day-to-day school operations. With PBS, our management can monitor the management and operating performance of each school on a timely manner and ensure our group-wide strategies and principles are implemented effectively.

Our PBS is supported and constantly updated by our knowledge management system. We encourage our management and employees to seek continuous improvement in operations and share their firsthand experience within our group. Our knowledge management system at the headquarters collects experience and knowledge submitted in various forms, including weekly, monthly and quarterly work reports, local market surveys, study and research on specific topics, as well as audio and video materials. The dedicated knowledge management staff at our headquarters and the head of each business line periodically review the information submitted by our schools and identify the good practices which will be incorporated into our PBS and followed by our schools during their operations. Our PBS continually incorporates the best practices and eliminates outdated or inefficient practices throughout our schools, which makes it an ever-evolving system containing industry-leading practices.

Our Acquisitions

We have grown our business through strategic acquisitions of businesses. As December 31, 2020, we had a nationwide network across 32 cities in China with 61 schools that we acquired and integrated since our inception. We have strong capabilities of and rich experiences in successful acquisitions and integration of schools. Through our acquisitions, we have realized significant economies of scale by increasing student enrollments, enlarging our team of teachers and consultants and expanding our geographic reach. Leveraging our comprehensive product and service offerings, we are able to achieve synergies by cross-selling across business lines, sharing facilities and resources and streamlining management and administrative functions.

In December 2020, we acquired a 100% equity interest in Zhengzhou Youshili Education Consulting Co., Ltd. which provides K-12 tutoring services with headquarters office in Zhengzhou.

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Target Selection and Execution of Acquisitions

We have adopted a systematic approach towards acquisitions by applying our four-stage acquisition target selection funnel process.

• We have a dedicated acquisition team systematically screen, evaluate and track the potential target schools in China. In stage one, we initiate the process by conducting extensive market research to identify high-quality targets in a specific city or province. We apply a set of rigorous criteria, including the target’s geographic location, reputation in the local market, growth potential, key performance indicators (KPIs), synergies with our existing schools and the probability for successful integration, as key considerations for acquisitions.

• In stage two, we begin outreach and initial conversations with target management and vetting the potential targets internally.

• In stage three, when we identify target schools, we conduct thorough and rigorous due diligence on these schools covering business operations, financial management, compliance, human resources and marketing of the target schools. During such due diligence process, we identify both the strengths and weakness of the target schools and therefore determine whether to acquire the target schools and the estimated valuation and develop appropriate post-acquisition plans for such schools.

• In stage four, we proceed with the acquisition plans for which we have obtained internal pre-approvals subject to certain acquisition conditions and will complete the acquisitions if the acquisition conditions are met.

Our acquisition team is experienced in designing acquisition transaction structure. Leveraging our effective centralized management model and our management’s strong execution capability, we are able to efficiently complete the acquisitions and effectively integrate the operations and management of the acquired schools.

Integration of Acquired Schools

As early as the pre-acquisition due diligence of a target school, our acquisition project team identifies key operating indicators to be improved and proposes growth plan for the target school. We usually assign the acquired school a principal who has extensive experience in operating other schools in our group. Before starting his or her position, the principal will visit the school to understand the operational status and conduct his or her comprehensive research covering the local market landscape, operations of competitors, as well as economic and demographic conditions of the city where the acquired school is located. All of these lay a solid foundation for effective post-acquisition integration.

We implement our PBS at each acquired school to effectively integrate it into our management system and improve its operating performance. Our senior management conduct on-site training to the acquired schools’ management team and teachers to familiarize them with our culture and operation management system. Based on the methodologies of PBS, we formulate a detailed 100-day execution plan and set forth 21 post-acquisition milestones for each acquired school covering every key operational aspects:

• Student recruitment and marketing: Based on our thorough pre-acquisition due diligence and market research, we take various marketing measures to increase the acquired schools’ student enrollments. We focus on increasing the existing students’ retention rate and the number of courses enrolled by each student. In addition, we proactively encourage students and their parents to make referrals to other students and offer classes with promotion prices to attract new students. We also make specific marketing plans for the acquired schools.

• Curriculum and service offering: Each acquired school will adopt our unified curricula and course materials to provide courses with consistent quality. We formulate full-year syllabi based on the schedules of admission tests of elementary schools, middle schools, Zhongkao and Gaokao to ensure well-organized teaching activities at each acquired school. We also require the acquired schools to implement our standardized student service protocol to offer better services to students and their parents.

• Teachers: We provide comprehensive training for the existing teachers of the acquired schools so that they can adopt and apply our teaching methodologies in their teaching activities. Based on the need of each school, we recruit new teachers and provide them with training on teaching skills and techniques. We conduct systematic performance reviews for existing teachers and provide them with better incentive and career development prospects to ensure the stability of the outstanding teaching staff of the acquired schools.

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• IT systems: We usually integrate the key aspects of an acquired school into our IT systems within three months. Each acquired school is required to apply our unified ERP system, CRM system, financial management system and human resources system.

• Financial management: Our headquarters perform centralized financial management over acquired schools. We set forth budget plans for each school in relation to the number of classes and student enrollments, as well as performance targets.

During the entire integration process, our dedicated acquisition team at the headquarters oversees the executions at the acquired schools and provides guidance to the principal. The principal is required to submit daily, weekly and monthly reports about the day-to-day operations of the acquired school to our headquarters for at least three months.

Our systematic integration approach underpins our robust growth achieved by strategic acquisitions and organic growth. Excluding net revenues generated by Puxin Online School, out of our total net revenues of RMB2,099.0 million from K-12 tutoring services in 2020, RMB5.8 million were contributed by the schools acquired in 2020 and RMB2,093.2 million were contributed by the existing schools under our operation prior to January 1, 2020.

Course Material Development

We emphasize the quality of our course materials which is crucial to effectiveness of our teaching methodologies. Most of our K-12 tutoring curricula and course materials are developed and updated at the course research and development center in Beijing with a focus on the universal academic and examination requirements in the PRC education system. Our schools can adopt these curricula and course materials with modifications to satisfy local requirements and demands. We encourage all teachers and consultants to actively participate in our course materials development activities and contribute their talents and experiences. In addition, as of December 31, 2020, we had a dedicated team of 495 professional staff responsible for developing, updating and improving our curricula and course materials. All the team members have solid education background, extensive teaching experience and research achievements in the field of a certain subject.

We have devoted significant resources to course material development to ensure that our course offerings are up-to-date, engaging and effective. Our course materials meet the regulatory requirements that the contents of course materials are aligned and consistent with those being taught to the students at schools and are not beyond study scope of the student’s class year. We review and make reference to recent teaching and testing materials of leading public schools’ curriculum. To address different educational requirements and needs of our students at each grade level, we have also developed curricula and course materials tailored for classes of different difficulty levels based on students’ learning ability as well as their strengths and weaknesses.

We update our K-12 tutoring and study-abroad tutoring course materials periodically to keep up with the ongoing changes in the standard K-12 curriculum and admission tests for overseas countries. We also look into each year’s examination papers of high school entrance exams and university entrance exams to update our practice question database and course materials. Our updated course materials are reviewed by an expert group consisting of teachers of public schools, teaching researchers and our own teachers who have significant teaching experience in the subject. At the end of each course’s term, we evaluate, update, and improve course materials based upon feedback from teachers, students and parents as well as student performance in their examinations.

Our Teachers and Consultants

Our teachers are critical to maintain the quality of our services and to promote our brand and reputation. We have a team of dedicated and highly qualified teachers with enthusiasm for education, whom we believe are essential to maintaining our consistent and high teaching quality. This commitment is reflected in our highly selective teacher hiring process, our emphasis on continued teacher training and rigorous evaluation, our adoption of a performance-based compensation plan, and our offering of a promising career path.

We recruit K-12 teachers based on their teaching experience, learning ability and commitment to working with us in the long term. We hire teachers for the group classes and the personalized services separately. We routinely recruit teachers graduated from universities in China and experienced teachers with a solid track record and strong reputation from local public schools. We look for candidates who have a strong sense of purpose and possess certain level of sales skills. We had 3,154, 3,934 and 3,933 full-time K-12 teachers as of December 31, 2018, 2019 and 2020, respectively.

We hire highly qualified teachers with strong English and teaching skills for our study-abroad test preparation courses. Our study-abroad test preparation teachers are generally specialized in teaching particular courses, such as reading, writing, speaking or listening for IELTS or TOEFL. We had 1,224, 1,085 and 688 full-time study-abroad test preparation teachers as of December 31, 2018, 2019 and 2020, respectively. We hire consultants who are familiar with comprehensive study-abroad application procedures for our study-abroad consulting services. We had 214, 173 and 124 full-time consultants as of December 31, 2018, 2019 and 2020, respectively. The decreases in full-time study-abroad test preparation teachers and consultants in 2020 was primarily reflecting the significantly decreased demand for study-abroad tutoring services due to the global COVID-19 pandemic.

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The quality of our educational services is critical to our business and our brand and is key to our continued growth and success. We have developed our “Nine Steps” methodology, which standardizes our teachers’ teaching activities to implement the best practices across our learning centers to ensure consistent teaching quality. We require our teachers to carry out nine steps in their teaching activities, including (i) class preparation, (ii) before-class assessment, (iii) in-class orientation, (iv) in-class lectures, (v) in-class recaps, (vi) in-class quizzes, (vii) after-class review, (viii) checking homework, and (ix) collecting feedback, and set forth standards for each step. The Nine Steps methodology enables our teachers to obtain critical information about students’ learning pattern, aptitude and performance which help them refine their course offering. It also stimulates our students to achieve academic excellence.

Each of our newly hired full-time teachers and consultants is required to undergo rigorous training and must continue to participate in periodic training programs that focus on education content, teaching or consulting skills and techniques as well as our corporate culture and values. Our teachers’ retention, compensation and promotion are to a large extent results oriented. We regularly evaluate the classroom performance and teaching results of our teachers and consultants. Our evaluation takes into consideration various factors, including (i) the K-12 group class utilization rate, (ii) the K-12 group class student retention rate, and (iii) the number of students who enroll additional courses.

We offer our teachers and consultants competitive and performance-based compensation packages and provide them with prospective career development within the company. We have established a remuneration system with clear and detailed performance indicators to evaluate the performance of our teachers, consultants and other staff, which can motivate our employees in a scientific, reasonable and effective manner. We have launched systematic career advancement programs, including “Bronze Talent Development Plan” for regional management personnel, “Silver Talent Development Plan” for mid-level management, and “Platinum Talent Development Plan” for senior management to build up a talents reserve for our long-term growth. We provide the participants in these programs with career advice, advanced training and team building activities with a purpose to broadening their access to growth and development opportunities.

Student Recruitment

We offer comprehensive K-12 tutoring services to students aging from three to 18. Our study-abroad tutoring services are designed to help middle school students, high school students and college students prepare for admission tests and applications for overseas study. Our full K-12 curriculum allows us to maximize the lifetime value of these enrollments by satisfying the entire breadth of our students’ educational needs. In the meantime, with lowering age of students studying abroad, we are able to cross-sell our study-abroad tutoring services to K-12 student base, and vice versa, extending our presence in students’ academic careers.

We focus on retaining existing students who have enrolled in our courses, as well as attracting new students. We recruit new students through both online and offline channels, such as distributing leaflets, organizing seminars and advertising online. We believe that the greatest contributor to our success in student recruitment has been word-of-mouth referrals by our students and their parents who share their learning experiences at our learning centers with others. Students in our learning centers have significantly improved their results on practice tests for high school entrance exams or university entrance exams, which we believe has enhanced our reputation and increased our word-of-mouth referrals in the markets that we participate in.

In addition to courses we offer at our regular prices, we also offer promotional K-12 tutoring programs to attract new students and at the same time attract existing students to subscribe for more subjects, primarily during the summer and winter breaks, as well as the Labor Day and National Day holidays in China. The prices for such promotional programs are usually at a discount of our regular tuition fees.

Branding and Marketing

Branding

We have established “Puxin” as a well-recognized brand among industry participants which has positioned us a leading player with successful integration experience in China’s after-school education sector.

For our acquired K-12 tutoring schools, we generally continue to use their original brand names to assure stable operations of these schools in the local markets. Once these acquired schools are fully integrated into our group, we operate them under a co-brand with our own “Puxin” brand, such as “Puxin-Lingxian.” For our study-abroad tutoring services, we operate under two major brands, namely Global Education and ZMN Education.

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Marketing

We use a variety of marketing and recruiting methods to attract students and increase student enrollments of our learning centers. We recruit our students primarily through word-of-mouth referrals. Our learning centers generally enjoy high local reputation which has greatly facilitated our student recruitment. Moreover, we engage in a range of marketing activities to enhance our brand recognition among prospective students and their parents.

We place online and mobile advertisements mainly on major search engines in China. We also cooperate with innovative media platforms and place advertisements or advertorials on education-focused platforms and mobile apps. Furthermore, we have established online WeChat groups with existing and prospective students and their parents. We regularly place our advertisements and share education-related information in our WeChat groups to keep close interactions with potential students and their parents.

In addition to the centralized marketing team working at our headquarters, we also have a sales force in each of our learning centers in different cities. We place outdoor display advertisements or distribute leaflets at public transportation terminals, in schools and in residential areas in selected cities. We distribute informational brochures, posters and flyers to students and parents at locations close to schools and residential areas. We regularly conduct information sessions, seminars and workshops to provide prospective students and their parents with opportunities to learn about the products and services that we offer. We also give calls to the parents of our existing students to inform them of our class schedule and relevant promotions.

Competition

The private education market in China is highly fragmented and competitive, and we expect competition in this sector to persist and intensify. Our major competitors in K-12 tutoring services include TAL, New Oriental and certain local players. Our major competitors in study-abroad tutoring services include New Oriental. We face competition in each type of services we offer, including in online and offline forms, and in each geographic market in which we operate.

We believe that the principal competitive factors in our markets include the following:

• scope and quality of course offerings;

• quality and performance of the teachers and education services offered;

• overall student experience and satisfaction;

• brand recognition;

• ability to effectively market course offerings to a broad base of prospective students and their parents;

• cost-effectiveness of courses;

• ability to attract, train, and retain high-quality teachers; and

• ability to align course offerings to specific needs of students.

Some of our current or future competitors may have longer operating histories, better brand recognition, or greater financial, technical or marketing resources than we do. For a discussion of risks related to competition, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We face intense competition in our industry, and if we fail to compete effectively, we may lose our market share and our profitability may be adversely affected.”

Technology

Our technology is crucial to our ability to support our course delivery, business development, service upgrade, study support, back-office operations and expansion. We currently use a combination of commercially available software and hardware and proprietary technology. To closely cope with evolving market conditions and student needs, we also rely on our in-house research and development for new technology initiatives. We promptly enroll our acquired schools onto our technology platform, which effectively facilitates the post-acquisition integration of such schools.

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We have established an ERP system, which is an integrated system combining various management functions, including (i) data management, (ii) student enrollment management, (iii) teaching affairs administration, (iv) financial and accounting management, (v) data mining and analysis, and (v) data backup and security.

As of December 31, 2020, we had an information technology team of 126 engineers with experience and expertise in the fields of computer sciences and software development. We may further expand this team to meet the requirements of our future research and development.

Intellectual Property

As of December 31, 2020, we had registered 340 trademarks which bolster our strong brand recognition in the PRC, among which, 187 trademarks held by Global Education, 138 trademarks held by Puxin and 15 trademarks held by ZMN Education. As of December 31, 2020, we also held 184 domain names relating to our business, including our www.pxjy.com website, with the Internet Corporation for Assigned Names and Numbers and China Internet Network Information Center, and 95 registered software copyrights in the PRC. We own copyrights to the course contents we developed in-house.

We rely on a combination of copyright and trademark law, trade secret protection and confidentiality agreements with our employees to protect our intellectual property rights. In addition, under the employment agreements we enter into with our employees, they acknowledge that the intellectual property made by them in connection with their employment with us are our property. We also regularly monitor any infringement or misappropriation of our intellectual property rights.

Insurance

Global Education maintains group personal accident insurance and supplemental group personal accident insurance for students attending boarding schools, and ZMN Education maintains personal accident insurance for students. In addition, the learning centers of full-time tutoring services currently maintain group personal accident insurance and accident medical insurance for their students. We do not maintain any other liability insurance or property insurance policies covering students, equipment and facilities for injuries, death or losses due to fire, earthquake, flood or any other disaster. Consistent with customary industry practice in China, we do not maintain business interruption insurance, nor do we maintain key-man life insurance. We maintain medical insurance for our management in China. Uninsured injury or death to our staff, or damage to any of our equipment or buildings could have a material adverse effect on our results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We have limited liability insurance coverage and do not carry business disruption insurance.”

Seasonality

We have experienced, and expect to continue to experience, seasonal fluctuations in our operations, primarily due to seasonal changes in student enrollments. In general, our K-12 after-school tutoring services tend to generate higher revenues during summer breaks as more students are enrolled in our courses, and experience lower revenues in the first quarter as we deliver fewer classes during the winter breaks due to the Chinese New Year holiday and the relatively short length of winter breaks. We expect quarterly fluctuations in our revenues and results of operations to continue.

Regulations

We operate our business in China under a legal regime created and made by PRC lawmakers consisting of the National People’s Congress, or the NPC, which is the country’s highest legislative body, the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority, including the Ministry of Education, or the MOE, the Ministry of Industry and Information Technology, or the MIIT, the State Administration for Market Regulation (formerly known as the State Administration for Industry and Commerce), or the SAMR, the Ministry of Civil Affairs, or the MCA, and their respective local offices. This section summarizes the principal PRC regulations related to our business.

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PRC Laws and Regulations Relating to Foreign Investment Restrictions

Special Administrative Measures (Negative List)

On June 23, 2020, the NDRC and the MOFCOM jointly issued the Special Administrative Measures for the Access of Foreign Investment (Negative List), or the 2020 Negative List, which became effective on July 23, 2020. On December 27, 2020, the NDRC and the MOFCOM jointly issued the Encouraged Foreign Investment Industry Catalog (2020), or the 2020 Encouraged Catalog, which became effective on January 27, 2021. Under the 2020 Encouraged Catalog and the 2020 Negative List, non-academic vocational skill training education and non-academic language training education (excluding pre-school, elementary school and middle school education) are categorized as encouraged industries for foreign investors; pre-school education, high school education and higher education are restricted industries for foreign investors, and foreign investors are only allowed to invest in these areas in cooperation with a domestic party which plays a dominant role in such cooperation; compulsory education, namely elementary school and middle school education, is a prohibited industry for foreign investors. As for other education-related businesses that are not encouraged, restricted or prohibited, they will fall into the category of allowed industry for foreign investors.

Besides, Sino-foreign cooperation in operating schools is specifically governed by the Regulation on Operating Sino-foreign Schools of the PRC, which was promulgated by the State Council on March 1, 2003, became effective on September 1, 2003 and was last amended on March 2, 2019. Pursuant to this regulation, any foreign entity that invests in the education business in China through Sino-foreign cooperation must be an education institution with relevant qualifications and experience in providing high-quality educational services outside China. Any Sino-foreign cooperative school and cooperative education program shall be approved by the relevant PRC authorities and obtain a permit for Sino-foreign cooperation in operating schools.

Additionally, on June 18, 2012, the MOE issued the Implementation Opinions of the MOE on Encouraging and Guiding the Entry of Private Capital in the Fields of Education and Promoting the Healthy Development of Private Education to encourage private investment and foreign investment in the field of education. According to these opinions, the proportion of foreign capital in a Sino-foreign education institution shall be less than 50%.

According to the 2020 Negative List, foreign investments in an entity engaging in value-added telecommunications services may not exceed 50% of the total equity interest of such entity, except for entities engaged in e-commerce, domestic multi-party communications, storage-forwarding and call centers businesses.

The Regulations on Administration of Foreign-Invested Telecommunications Enterprises, or the FITE Regulations, which took effect on January 1, 2002 and last amended on February 6, 2016, are the key regulations for foreign direct investment in telecommunications companies in China. The FITE Regulations stipulate that the foreign investor of a telecommunications enterprise is prohibited from holding more than 50% of the equity interest in a foreign-invested enterprise that provides value-added telecommunications services. In addition, the main foreign investor who invests in a value-added telecommunications enterprise in China must demonstrate a positive track record and experience in providing such services. Moreover, foreign investors that meet these qualification requirements that intend to invest in or establish a value-added telecommunications enterprise operating the value-added telecommunications business must obtain approvals from the Ministry of Industry and Information Technology, or the MIIT and MOFCOM, or their authorized local counterparts, which retain considerable discretion in granting approvals.

On July 13, 2006, the MIIT, issued the Circular on Strengthening the Administration of Foreign Investment in Value-added Telecommunications Services, or the MIIT Circular 2006, which requires that (i) foreign investors can only operate a telecommunications business in China through establishing a telecommunications enterprise with a valid telecommunications business operation license; (ii) domestic license holders are prohibited from leasing, transferring or selling telecommunications business operation licenses to foreign investors in any form, or providing any resource, sites or facilities to foreign investors to facilitate the unlicensed operation of telecommunications business in China; (iii) value-added telecommunications services providers or their shareholders must directly own the domain names and registered trademarks they use in their daily operations; (iv) each value-added telecommunications services provider must have the necessary facilities for its approved business operations and maintain such facilities in the geographic regions covered by its license; and (v) all value-added telecommunications services providers should improve network and information security, enact relevant information safety administration regulations and set up emergency plans to ensure network and information safety. The provincial communications administration bureaus, as local authorities in charge of regulating telecommunications services, may revoke the value-added telecommunications business operation licenses of those who fail to comply with the above requirements or fail to rectify such noncompliance within specified time limits.

As of December 31, 2020, our offline tutoring business falls into the category of allowed industry for foreign investment, while our online tutoring business falls into the category of restricted industry for foreign investment.

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Regulations on Private Education in the PRC

Education Law of the PRC

On March 18, 1995, the NPC enacted the Education Law of the PRC, or the Education Law, which was amended on August 27, 2009. The Education Law sets forth provisions relating to the fundamental education systems of the PRC, including a school education system comprising preschool education, elementary education, middle education and higher education, a system of nine-year compulsory education, a national education examination system, and a system of education certificates. The Education Law stipulates that the government formulates plans for the development of education, establishes and operates schools and other training institutions. Furthermore, it provides that in principle, enterprises, social organizations and individuals are encouraged to establish and operate schools and other types of training institutions in accordance with PRC laws and regulations. It also provides that no organization or individual is allowed to establish or operate a school or any other education institution for profit-making purposes. Under the amendment enacted on December 27, 2015 and becoming effective on June 1, 2016, the amended Education Law allows organizations and individuals to establish and operate schools or other training institutions for profit-making purposes. Nevertheless, schools and other training institutions sponsored wholly or partially by government financial funds and donated assets remain prohibited from being established as for-profit organizations. The Education Law was further amended on April 29, 2021, which retains the above-mentioned principles set out in the amendment effective from July 1, 2016.

Law on the Promotion of Private Education of the PRC and Implementation Rules for the Law on the Promotion of Private Education of the PRC

The Law on the Promotion of Private Education of the PRC became effective on September 1, 2003 and was last amended on December 29, 2018, and the Implementation Rules for the Law on the Promotion of Private Education of the PRC became effective on April 1, 2004. Under these law and rules, “private schools” are defined as schools established by social organizations or individuals using non-government funds. Private schools that provide diploma- and degree-oriented education, preschool education, self-taught higher education examination and other categories of educational services shall be subject to approval by the education authorities at or above the county level, while private schools engaging in occupational qualification training and occupational skill training shall be subject to approvals from the authorities in charge of labor and social welfare at or above the county level. A duly approved private school will be granted a private school operation permit, and shall be registered with the MCA or its local counterparts as a private non-enterprise entity and obtain a private non-enterprise entity certificate.

According to PRC laws and regulations, entities and individuals who establish private schools are commonly referred to as “sponsors” rather than “owners” or “shareholders.” The economic substance of “sponsorship” with respect to private schools is substantially similar to that of shareholder’s ownership with respect to companies in terms of legal, regulatory and tax matters. For example, the name of a sponsor is required to be stated in the private school’s articles of association and the private school operation permit, similar to that of shareholders, whose names are stated in the company’s articles of association and corporate records filed with relevant authorities. From the perspective of control, the sponsor of a private school also has the right to exercise ultimate control over the school by means such as adopting the private school’s constitutional documents and electing the school’s decision-making bodies, including the school’s board of directors and principals. The sponsor can also profit from the private schools by receiving “reasonable returns,” as explained in detail below, or disposing of its sponsorship interests in the schools for economic gains. However, the rights of sponsors vis-à-vis private schools differ from the rights of shareholders vis-à-vis companies. For example, under the PRC laws, a company’s ultimate decision-making body is its shareholders meeting, while for private schools, it is the board of directors, though the members of which are substantially appointed by the sponsor. The sponsorship interests also differ from the ownership interests with regard to the right to the distribution of residual properties upon liquidation of a private school, mainly because private education is treated as a public welfare undertaking under the current regulations. While private education is treated as a public welfare undertaking under the current regulations, sponsors of a private school may choose to require “reasonable returns” from the annual net balance of the school after deduction of costs for school operations, donations received, government subsidies (if any), the reserved development fund and other expenses as required by the regulations. Private schools whose sponsors do not require reasonable returns shall be entitled to the same preferential tax treatment as public schools, while the preferential tax treatment policies applicable to private schools whose sponsors require reasonable returns shall be formulated by the finance authority, taxation authority and other authorities under the State Council.

On December 29, 2018, the Standing Committee of the National People’s Congress promulgated the Decision on Amending the Law on the Promotion of Private Education of the PRC, or the Amended Private Education Law, which came into force on December 29, 2018.

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Under the Amended Private Education Law, the term “reasonable return” is no longer used and a new classification system for private schools is established based on whether they are established and operated for the purpose of making profits. Sponsors of private schools may choose to establish non-profit or for-profit private schools at their own discretion, while before the Amended Private Education Law, all private schools shall not be established for for-profit purposes. Nonetheless, school sponsors are not allowed to establish for-profit private schools that are engaged in compulsory education. In other words, the private schools engaged in compulsory education should retain their non-profit status even after the Amended Private Education Law comes into force. We currently intend to register all of our private schools as for-profit schools according to the Amended Private Education Law when it is practically allowed. However, as a matter of practice, most local authorities have not started to accept or approve applications for for-profit schools because the local implementing regulations have not been promulgated and well enforced.

According to the Amended Private Education Law, the key features of the aforesaid new classification system for private schools include the following:

• Sponsors of for-profit private schools are entitled to retain the profits and proceeds from the private schools and the operation surplus may be distributed to the sponsors pursuant to the PRC Company Law and other relevant laws and regulations;

• Sponsors of non-profit private schools are not entitled to the distribution of profits or proceed from the non-profit schools and all operation surplus of non-profit schools shall be used for the operation of the private schools;

• For-profit private schools are entitled to set their own tuition and other miscellaneous fees without the obligation to seek prior approvals from or to report to the relevant government authorities. The collection of fees by non-profit private schools, on the other hand, shall be regulated by the provincial, autonomous regional or municipal governments;

• Both for-profit and non-profit private schools may enjoy preferential tax treatment. Non-profit private schools will be entitled to the same tax benefits as public schools. Taxation policies for for-profit private schools after the Amended Private Education Law takes effect are still unclear as more specific provisions are yet to be introduced;

• Where there is construction or expansion of a non-profit private school, the private school may acquire the land use rights through allocation by the government as a preferential treatment. Where there is construction or expansion of a for-profit private school, the private school may acquire the land use rights by purchasing them from the government;

• The remaining assets of non-profit private schools after liquidation shall continue to be used for the operation of non-profit schools. The remaining assets of for-profit private schools shall be distributed to the sponsors in accordance with the PRC Company Law; and

• The People’s governments at or above the county level may support private schools by subscribing to their services, providing student loans and scholarships, and leasing or transferring unused state assets. The governments may further take such measures as providing government subsidies, bonus funds and donation incentives to support non-profit private schools.

Amended Draft of the Implementation Rules for the Law on the Promotion of Private Education of the PRC

On August 10, 2018, the Ministry of Justice issued a revised draft of the Implementation Rules for the Law on the Promotion of Private Education of the PRC, or the Draft Implementation Rules, and an explanatory note for public review and comment till September 10, 2018, which specifies the requirements for the for-profit and non-profit private schools under the Amended Private Education Law. As of the date of this annual report, the Draft Implementation Rules was still pending for final approval and was not in effect.

According to the Draft Implementation Rules, certain key requirements for the private training institutions include:

• Private training and education institutions that provide after-school tutoring services for kindergarten kids or primary, middle and high school students are subject to approval and supervision by the government’s education department at or above county level. Any private training institution which applies Internet technology to engage in online training education without awarding diplomas and/or operates an Internet technology platform to provide services to such institutions is required to obtain the relevant Internet business license and file with the education department or the human resources and social security department of the relevant provincial government for records. The institutions that provide academic education services through Internet technology may need to obtain the school operation permits. Nevertheless, a private training institution is not required to obtain the school operation permit for non-academic continuing education or personality development-oriented training activities, such as trainings on language, arts, sports, science and technology and research skills.

• Private training institutions are required to have adequate and appropriate venues, facilities, budgets, management experience, course resources, qualified teachers and other resources to provide training services.

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• The private training institutions are allowed to establish tutoring branches within the approved cities after completing the filings for registrations with the approval authorities of such private training institutions and the local educational authorities where the tutoring branches are located.

• Private training institutions are prohibited from organizing any school admission-related academic competitions, level tests or other similar performance assessment activities for the children and teenagers at the ages of kindergarten, elementary or middle schools.

• Non-profit private schools are required to set aside no less than 25% of their annual increase in net assets, and for-profit private schools are required to set aside no less than 25% of their annual net income as determined in accordance with generally accepted accounting principles in the PRC, to their development fund reserves for construction or maintenance of the schools, procurement or upgrading of educational equipment and training for teachers and staff.

• For-profit private schools may enjoy preferential tax treatments which will be introduced by PRC central government.

For a detailed discussion on how the Draft Implementation Rules will affect our training institutions, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—New legislation or changes in the PRC regulatory requirements regarding private education may affect our business operations and prospects.”

Several Opinions on Encouraging the Operation of Education by Social Forces and Promoting the Healthy Development of Private Education

On December 29, 2016, the State Council issued the Several Opinions of the State Council on Encouraging the Operation of Education by Social Forces and Promoting the Healthy Development of Private Education, or the State Council Opinions, which lowers the barriers to entry into the business of private schools and encourages social forces to enter the education industry. The State Council Opinions also provides that each level of the People’s governments shall increase their support to the private schools in terms of, among others, financial investment, financial support, autonomy policies, preferential tax treatments, land policies, fee policies, autonomy operation, protection of the rights of teachers and students. Further, the State Council Opinions requires each level of the people’s governments to improve its local policies on government support to for-profit and non-profit private schools by means of preferential tax treatments.

Implementation Regulations for Classification Registration of Private Schools

On December 30, 2016, the MOE, the MCA, the SAMR, the Ministry of Human Resources and Social Welfare and the State Commission Office of Public Sectors Reform jointly issued the Implementation Regulations for Classification Registration of Private Schools, or the Classification Registration Regulations, to reflect the new classification system for private schools as set out in the Amended Private Education Law. Under the Classification Registration Regulations, if a private school established before the promulgation of the Amended Private Education Law chooses to register as a non-profit school, it shall amend its articles of association, continue its operation and complete the new registration process. If such private school chooses to register as a for-profit school, it shall conduct financial liquidation process, have the property rights of its assets such as lands, school buildings and net balance authenticated by relevant government authorities, pay up relevant taxes, reapply for a new private school operation permit, reregister as a for-profit school and continue its operation. The governments at the provincial level have the authority to promulgate specific provisions regarding the above-mentioned registration requirements applicable within their respective regions. As of March 31, 2021, the majority of provinces, autonomous regions or municipalities directly under the central government where we operate learning centers already promulgated their respective regulations on the classification registration of private schools, which generally reiterate the requirements under the Classification Registration Regulations.

Implementing Rules on the Supervision and Administration of For-Profit Private Schools

On December 30, 2016, the MOE, the SAMR and the Ministry of Human Resources and Social Welfare jointly issued the Implementing Rules on the Supervision and Administration of For-Profit Private Schools, pursuant to which the establishment, division, merger and other material changes of a for-profit private school shall first be approved by the education authorities or the authorities in charge of labor and social welfare, and then be registered with the competent branch of the SAMR.

For a detailed discussion on how the Amended Private Education Law and the above rules will affect our training institutions, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We are required to obtain various operating licenses and permits and to make registrations and filings for our tutoring services in China; failure to comply with these requirements may materially and adversely affect our business operations.”

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In addition to the Amended Private Education Law and the rules above mentioned, more implementing regulations will be introduced to further provide detailed requirements for the operation of non-profit and for-profit private schools:

• the amendment to the Implementation Rules for the Law on the Promotion of Private Education of the PRC;

• the local regulations relating to legal entity registration of for-profit and non-profit private schools; and

• the specific measures to be formulated and promulgated by the competent authorities responsible for the administration of private schools in the provinces in which our schools are located, including but not limited to the specific measures for registration of pre-existing private schools, the specific requirements for authenticating various parties’ property rights and payment of taxes and fees of for-profit private schools, taxation policies for for-profit private schools and measures for collection of non-profit private schools’ fees.

Opinions on Regulating Development of After-school Education Institutions

On February 13, 2018, the MOE, the MCA, the Ministry of Human Resources and Social Security and SAMR (known as the State Administration for Industry and Commerce prior to April 2018) jointly promulgated the Circular on Alleviating After-school Burden on Elementary and Middle School Students and Implementing Inspections on After-school Training Institutions, which came into effect on the same date. These government authorities conducted a series of inspections on after-school training institutions in 2018. Moreover, after-school training institutions must file with the local education authorities and make public the classes, courses, target students, class hours and other information relating to their academic training courses (including primarily courses on Chinese and mathematics). After-school training institutions are prohibited from providing academic training services beyond the scope or above the level of school textbooks, or organizing any academic competitions (such as Olympiad competitions) or level tests for students of elementary or middle schools. In addition, elementary or middle schools may not reference a student’s performance in the after-school training institutions as one of admission criteria.

On August 26, 2018, the State Council issued the Opinions on Supervising After-School Tutoring Institutions, or State Council Circular 80, which provide various guidance on regulating after-school tutoring institutions for primary and secondary school students. State Council Circular 80 reiterates prior guidance that after-school tutoring institutions must obtain a private school operation permit, and further requires such institutions to meet certain minimum requirements. For example, after-school training institutions are required to (i) have a fixed training premise that conforms to specified safety criteria, with an average area per student of no less than three square meters during the applicable training period; (ii) comply with relevant fire safety, environmental protection, hygiene, food operation and other specified requirements; (iii) purchase personal safety insurance for class participants; and (iv) not hire any teachers who are working concurrently in primary or secondary schools, and teachers for tutoring in academic subjects such as Chinese, mathematics, English, physics, chemistry and biology are required to have the corresponding teaching qualifications. After-school tutoring institutions are prohibited from carrying out exam-oriented training, training that goes beyond the school syllabus, training in advance of the corresponding school schedule and any training activities associated with student admission, nor shall they organize any level test, rank examination or competition on academic subjects for primary and secondary students. The training content of after-school tutoring institutions may not exceed the corresponding national curricula standards and training progress may not be more accelerated than the corresponding progress of local schools. According to State Council Circular 80, after-school tutoring institutions are also required to disclose and file relevant information regarding the institution, including their training content, schedule, targeted students and school timetable to the relevant education authority, and their training classes may not end later than 20:30 each day. Course fees can only be collected for courses in three months or shorter installments. Local authorities are required to formulate local standards for after-school tutoring institutions within their administrative area. If an overseas listed after-school tutoring institution publicizes overseas any periodical report, or any interim report on material adverse effect on its operations, it must concurrently publish the information in Chinese on its official website (or on the disclosure platform for securities exchange information in the absence of an official website). In relation to online education service providers, State Council Circular 80 generally provides that regulatory authorities of networking, culture, information technology, radio and television industries shall cooperate with the education department in supervising online education within their relevant industry.

In order to implement the prohibition against after-school tutoring beyond the state standard curricula or ahead of the school teaching schedule as regulated by State Council Circular 80, on May 6, 2020, the general office of the MOE issued the Negative List of Tutoring beyond State Standard Curricula or ahead of School Teaching Schedule for Six Subjects at Compulsory Education Stage (Trial), or the Tutoring Negative List. The Tutoring Negative List identifies typical course contents that could be deemed as beyond state standard curricula or ahead of school teaching schedule. The Tutoring Negative List aims to facilitate the implementation of the State Council Circular 80 and does not change the regulatory requirements set out therein.

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On November 20, 2018, the General Office of the MOE, the General Office of the State Administration for Market Regulation of the PRC and the General Office of the Ministry of Emergency Management of the PRC jointly issued the Notice on Improving the Specific Governance and Rectification Mechanisms of After-school Education Institutions, or the Circular 10, which provides specific requirements for the local people’s governments at all levels to implement the requirements under State Council Circular 80.

On June 10, 2020, the General Office of the MOE and the General Office of the SAMR promulgated the Notice on Issuing the Form Service Contract for After-school Training Provided to Primary and Secondary School Students, which requires the local competent regulatory authorities to promote the use of the form service contract for after-school training services provided to primary and secondary school students. The form service contract covers the obligations and rights of parties involved in the after-school training, and includes detailed provisions on training fees, refund arrangement and default liabilities.

On October 16, 2020, the General Office of the MOE and the General Office of the SAMR jointly promulgated the Notice on Rectification of After-school Tutoring Institutions’ Infringement of Consumers’ Rights by Using Unfair Standard Terms. The Notice stipulates that local education and market regulation authorities should increase the investigation on after-school tutoring institutions’ illegal acts which infringe consumers’ rights by using unfair standard terms to exempt them from their own responsibility, increase consumers’ liability and restrict consumers’ legal rights.

The MOE, jointly with certain other PRC government authorities, promulgated the Implementation Opinions on Regulating Online After-School Training, or the Online After-School Training Opinions, effective on July 12, 2019. The Online After-School Training Opinions are intended to regulate academic after-school training involving internet technology provided to students in primary and secondary schools. Among other things, the Online After-School Training Opinions requires that online after-school training institutions shall file with the competent provincial education regulatory authorities and that such education regulatory authorities shall, jointly with other provincial government authorities, review such filings and the qualification of the online after-school training institutions submitting such filings.

With respect to the filing requirements, the Online After-School Training Opinions provides, among others: (i) an online after-school training institution shall file with the competent provincial education regulatory authorities at the place of its domicile after it has obtained the ICP License and the certificate and the grade evaluation report for the graded protection of cyber security, and furthermore, shall file if it has already conducted online after-school training; (ii) the online after-school training institutions shall file, among others, (x) the materials related to the institution itself, including the information on their respective ICP License and other relevant licenses and the materials related to certain management systems regarding the protection of personal information and cyber security, (y) the materials related to the training content, and (z) the materials related to the training personnel; and (iii) the competent provincial education regulatory authorities shall promulgate local implementing rules about the filing requirements, focusing on the training institutions, training content and training personnel.

The Online After-School Training Opinions further provides that the competent provincial education regulatory authorities shall, jointly with other provincial government authorities, review such filings and the qualifications of the online after-school training institutions submitting such filings, focusing on the following matters: (i) the training content shall not include online games or other content or links irrelevant with the training, and shall not be beyond the relevant national school syllabus. No illegal publications may be published, printed, reproduced or distributed, and no infringement or piracy activities may be conducted during the training. And the training content and data shall be stored for more than one year, among which, the live streaming teaching videos shall be stored for more than 60 days; (ii) each course shall not last longer than 40 minutes and shall be taken at intervals of not less than 10 minutes, and the training time shall not conflict with the teaching time of primary and secondary schools. Each live-streaming course provided to students receiving compulsory education shall not end later than 9:00 p.m., and shall not leave homework for primary school students in grade 1 and grade 2. The online after-school training platforms shall have eye protection and parental supervision functions; (iii) the online after-school training institutions shall not hire any teacher who is currently working at primary or secondary schools. Training personnel of academic subjects are required to obtain necessary teacher qualification licenses. The online after-school training institutions’ training platforms and course interfaces shall publicize the names, photos and teacher qualification licenses of training personnel, and the learning, working and teaching experiences of foreign training personnel; (iv) with the consent of students and their respective parents, online after-school training institutions shall verify the identification information of each student, and shall not illegally sell or provide such information to third parties. User behavior log must be kept for more than one year; (v) the charge items and standard and refund policy shall be specifically publicized on the training platforms. The prepaid fees can only be used for education and training purpose, and shall not be used for other investment activities; where fees are charged based on the number of classes, fees are not allowed to be collected in a lump sum for more than 60 classes, and where fees are charged based on the length of the course, the fees shall not be collected for a course length of more than three months; and (vi) the online after-school training institutions found to have problems after review by the competent provincial education regulatory authorities shall complete the rectification, and will be subject to fines, regulatory order to suspend operations or other regulatory and disciplinary sanctions if they fail to complete the rectification in time.

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On August 10, 2019, the MOE, 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 (the “Educational Apps”), be filed with competent provincial regulatory authorities for education. The MOE expects to further promulgate implementation rules with respect to such filing requirements. The Opinions on Educational Apps also require, among others, that: (i) before such filing, the Educational App’s provider shall have obtained ICP License or completed ICP License filing and obtained the certificate and grade evaluation report for graded protection of cybersecurity; (ii) Educational Apps with main users under the age of 18 shall limit the users’ usage time, specify the range of suitable ages, and strictly monitor contents; (iii) before an Educational App is introduced as a mandatory app to students, such Educational App shall be approved by the applicable school through collective decision-making process and be filed with the competent education authority; and (iv) Educational Apps adopted by education authorities and schools as their uniformly used teaching or management tools shall not charge the students or parents any fees, and shall not offer any commercial advertisements or games.

On September 19, 2019, the MOE, jointly with certain other PRC government authorities, issued the Guidance Opinions on Promoting the Healthy Development of Online Education, which provides, among others, that (i) social forces are encouraged to establish online education institutions, develop online education resources, and provide high quality education services; and (ii) an online education negative list shall be promulgated and industries not included in the negative list are open for all types of entities to enter into.

On April 8, 2021, the general office of the MOE issued the Circular on Strengthening the Operation Management of Compulsory Education Schools, which prohibits after-school training institutions from requiring primary and secondary school students to do any homework for after-school training courses.

Disciplinary Measures for Violation of Professional Ethics of Elementary and Secondary School Teachers

The MOE promulgated the Disciplinary Measures for Violation of Professional Ethics of Elementary and Secondary School Teachers on January 11, 2014, and amended on November 8, 2018, which prohibits teachers of elementary and secondary schools from providing paid tutoring activities or introducing students and providing relevant information to after-school training institutions or any third party. Some provinces and cities where our schools are located have adopted more stringent regulations which prohibit public school teachers from teaching, on a part-time basis, at private schools or learning centers. For a detailed description of the risk associated with these matters, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We may not be able to continue to recruit, train and retain a sufficient number of qualified teachers and consultants.”

Regulations Relating to Private Education Fees

On August 17, 2020, MOE and other four government agencies jointly promulgated the Opinions on Further Strengthening and Regulating the Administration of Education Fees, or the Education Fees Opinions. The Education Fees Opinions provide that the level of fees charged by for-profit private schools is open to market adjustment and can be determined by for-profit private schools in their own discretion, while the regulatory policies for fees charged by non-profit private schools shall be formulated by provincial governments. The Education Fees Opinions further clarify that private schools established prior to November 7, 2016 shall be regulated in the same way as non-profit private schools in respect of fee-collecting policies before they complete the classification registration procedures. Besides the fee-collecting policies, the Education Fees Opinions also contain provisions regarding the management and use of education fees. The Education Fees Opinions also require that all education fee revenue of a private school shall be deposited into a bank account filed with education authorities and shall be used mainly for the purposes of education activities, improvement of school conditions, faculty and staff’s compensation and appropriation of development fund. The Education Fees Opinions propose to explore a special audit system for school education fees, in particular for non-profit private schools. The Education Fees Opinions emphasize that the sponsors of non-profit private schools may not obtain proceeds from the schools’ operating profits, distribute the operating surplus or remaining assets, or transfer operating profits through related-party transactions or related parties.

Regulations Related to Online Business

Internet Information Services

The State Council promulgated the Internet Information Services Administrative Measures, or the Internet Information Measures, on September 25, 2000, and amended on January 8, 2011. According to the Internet Information Measures, Internet information services refers to service activities which provide information to online users through the Internet, which are divided into services of a commercial nature and services of a non-commercial nature. Commercial Internet information services refer to paid services of providing information or creating webpages offered to online users through the Internet, while non-commercial Internet information services refer to services free of charge of providing public information to online users through the Internet. Entities engaging in commercial Internet information services shall obtain a license for Internet information services, or ICP license, from the appropriate telecommunications authorities. Entities engaging in non-commercial Internet information services shall complete filings with the telecommunications authorities.

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In addition, the provision of commercial internet information services on mobile internet applications is regulated by the Administrative Provisions on Mobile Internet Applications Information Services, which was promulgated by Cyberspace Administration of China, or the CAC, on June 28, 2016 and came into effect on August 1, 2016. The providers of mobile internet applications are subject to requirements under these provisions, including acquiring the qualifications and complying with other requirements provided by laws and regulations and being responsible for information security.

Broadcasting Audio-Visual Programs through the Internet or Other Information Network

The Administrative Measures Regarding Internet Audio-Visual Program Services, or the Audio-Visual Measures, promulgated by the State Administration of Press, Publication, Radio, Film and Television, or the SAPPRFT (formerly known as the State Administration of Radio, Film and Television, or SARFT), on July 6, 2004 and came into effect on October 11, 2004, applies to the activities relating to the opening, broadcasting, integration, transmission or downloading of audio-visual programs using the Internet or other information networks. Under the Audio-Visual Measures, in order to engage in the business of transmitting audio-visual programs, a license issued by SAPPRFT is required, and “audio-visual programs (including the audio-visual products of film and televisions)” is defined as audio-visual programs consisting of movable pictures or sounds that can be listened to continuously, which are shot and recorded using video cameras, vidicons, recorders and other audio-visual equipment for producing programs. FIEs are not allowed to carry out such business. On April 13, 2005, the State Council promulgated Certain Decisions on the Entry of Non-state-owned Capital into the Cultural Industry. On July 6, 2005, five PRC governmental authorities, including the SAPPRFT, jointly adopted the Several Opinions on Canvassing Foreign Investment into the Cultural Sector.

According to these regulations, non-state-owned capital or foreign investors are not allowed to engage in the business of transmitting audio-visual programs through information networks. However, the Audio-Visual Measures have been repealed according to the Administrative Provisions on Audio-Visual Program Service through Special Network and Directed Transmission that was promulgated by the SAPPRFT on May 4, 2016, and became effective as of June 1, 2016.

To further 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 SAPPRFT and the MIIT jointly promulgated the Administrative Provisions on Internet Audio-Visual Program Service, or the Audio-Visual Program Provisions, on December 20, 2007, which came into effect on January 31, 2008 and was last amended on August 28, 2015. Under the Audio-Visual Program Provisions, “Internet audio-visual program services” is defined as the activity of producing, redacting and integrating audio-visual programs, providing them to the general public via Internet, and providing services for other people to upload and transmit audio-visual programs; providers of Internet audio-visual program services are required to obtain a License for Online Transmission of Audio-Visual Programs issued by SAPPRFT or to complete certain registration procedures with SAPPRFT. In general, providers of Internet audio-visual program services must be either state-owned or state-controlled entities, and the business to be carried out by such providers must satisfy the overall planning and guidance catalog for Internet audio-visual program service determined by SAPPRFT. In a press conference jointly held by SAPPRFT and MIIT to answer questions relating to the Audio-Visual Program Provisions in February 2008, SAPPRFT and MIIT clarified that providers of Internet audio-visual program services who are engaged in such services prior to the promulgation of the Audio-Visual Program Provisions are eligible to re-register with the relevant authorities and continue their operation of Internet audio-visual program services so long as those providers had not violated relevant laws and regulations in the past. On May 21, 2008, SAPPRFT issued a Notice on Relevant Issues Concerning Application and Approval of License for the Online Transmission of Audio-Visual Programs, as amended on August 28, 2015, which further sets out detailed provisions concerning the application and approval process regarding the License for Online Transmission of Audio-Visual Programs. The notice also states that providers of Internet audio-visual program services that are engaged in such services prior to the promulgation of the Audio-Visual Program Provisions are eligible to apply for the license so long as their violation of the laws and regulations is minor in scope and can be rectified in a timely manner and they have no records of violation during the last three months prior to the promulgation of the Audio-Visual Program Provisions. Further, on March 30, 2009, SAPPRFT promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual Programs, which reiterates the pre-approval requirements for the audio-visual programs transmitted via the Internet, including through mobile networks, where applicable, and prohibits certain types of Internet audio-visual programs containing violence, pornography, gambling, terrorism, superstition or other similarly prohibited elements.

On March 10, 2017, SAPPRFT issued the Provisional Implementation of the Tentative Categories of Internet Audio-Visual Program Services, or the Categories, which revised the previous version issued on March 17, 2010. According to the Categories, there are four categories of Internet audio and video program services, which are further divided into seventeen sub-categories. The third sub-category under the second category covers the making and editing of certain specialized audio-visual programs concerning, among other things, educational content and broadcasting such content to the general public online.

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On March 16, 2018, the SAPPRFT promulgated the Notice on Further Regulating the Transmission Order of Internet Audio-Visual Program Services, providing that the classic literary works, radio, film and television programs, original Internet audio-visual programs shall not be re-edited, re-dubbed, re-subtitled or partly captured and consolidated as a new program without authorizations, and providers of Internet audio-visual program services shall strictly manage and supervise such re-edited programs to be uploaded by the Internet users and shall not provide any transmission channels for those Internet audio-visual programs which have issues in political orientation , copyright or content.

Regulation Related to Production and Distribution of Radio and Television Programs

On July 19, 2004, the SAPPRFT promulgated the Administrative Measures on the Production and Operation of Radio and Television Programs, or the Radio and TV Programs Measures, which became effective on August 20, 2004 and were last amended on October 29, 2020. The Radio and TV Programs Measures 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. Pursuant to the Radio and TV Programs Measures, any entity that intends to produce or operate radio or television programs must first obtain the Permit for Production and Operation of Radio and TV Programs from the SAPPRFT or its local branches.

Internet Cultural Activities

On May 10, 2003, the MOFCOM promulgated the Interim Administrative Provisions on Internet Culture, or the Internet Culture Provisions, which became effective on July 1, 2003 and was last amended on December 15, 2017. The Internet Culture Provisions require ICP service providers engaging in commercial Internet cultural activities to obtain a permit from the appropriate culture authority. Internet cultural activities include (i) the production, duplication, importation, and broadcasting of Internet cultural products; (ii) the online dissemination whereby cultural products are posted on the Internet or transmitted via the Internet to end users, such as computers, fixed-line telephones, mobile phones, television sets and games machines, for online users’ browsing, use or downloading; and (iii) the exhibition and comparison of Internet cultural products. “Internet cultural products” is defined in the Internet Culture Provisions as cultural products produced, broadcasted and disseminated via the Internet, which mainly include Internet cultural products produced specifically for the Internet, such as online music entertainment, online games, online shows and plays, online performances, online works of art and online cartoons, and Internet cultural products produced from cultural products such as music entertainment, games, shows and plays, performances, works of art and cartoons and duplicated for dissemination on the Internet.

On May 14, 2019, the General Office of the MOFCOM promulgated the Notice on Adjusting the Scope of Internet Culture Permit and Further Standardize the Approval Work, which provides that online music, online shows and plays, online performances, online works of art, online cartoons, displays and games are the activities that fall in the scope of Internet Culture Permit, and further clarifies that educational live streaming activities are not online performances.

Internet Publishing

On February 4, 2016, SAPPRFT and MIIT jointly issued the Administrative Measures of Internet Publishing Services, or the Internet Publishing Measures. According to the Internet Publishing Measures, an entity shall obtain an online publishing services permit to provide online publishing services. Online publishing services refers to the provision of online publications to the public through information networks. Online publications refer to digital works with publishing features such as having been edited, produced or processed and are made 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 SAPPRFT.

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Regulation Relating to Publication Distribution

The State Council promulgated the Administrative Regulations on Publishing, or the Publishing Regulations, on December 25, 2001, and last amended on February 6, 2016. In accordance with the Publishing Regulations, publishing activities refer to the publishing, printing, copying, importation or distribution of publications, such as books, newspapers, periodicals, audio and video products and electronic publications, and an entity engaging in publishing activities is required to obtain an approval from the relevant publication administrative authorities. Under the Administrative Measures for the Publication Market, or the Publication Market Measures, which was jointly promulgated by the SAPPRFT and the MOFCOM and became effective on March 25, 2011, as amended on May 31, 2016, any enterprise or individual who engages in publication distribution activities shall obtain permission from SAPPRFT or its local counterpart. “Publication” is defined as “books, newspapers, periodicals, audio-visual products, and electronic publications,” and “distributing” is defined as “general distribution, wholesale, retail, rental, exhibition and other activities,” respectively, in the Publication Market Measures. Any enterprise or individual that engages in retail of publications shall obtain a Publication Business Operating License issued by the local counterpart of SAPPRFT at the county level. In addition, any enterprise or individual that holds a Publication Business Operating License shall file with the relevant local counterpart of SAPPRFT that granted such license to it within 15 days since it begins to carry out any online publication distribution business.

Provisions on Intermediary Service for Self-Funded Overseas Studies

On June 17, 1999, the MOE, the Ministry of Public Security and the SAMR jointly promulgated the Provisions on Intermediary Service for Self-Funded Overseas Studies, which became effective on the same date. Pursuant to the regulations, the institutions which intend to carry out intermediary service business shall apply for the Recognition on the Intermediate Service Organization for Self-Funded Overseas Studies with the provincial education authorities. On January 12, 2017, the State Council promulgated the Decision of the State Council on the Third Installment of the Cancellation of the Administrative Licensing Matters Delegated to Local Governments, which, among other things, canceled the Recognition on the Intermediate Service Organization for Self-Funded Overseas Studies, which means that the requirement for intermediate service organizations to obtain Recognition on the Intermediate Service Organization for Self-Funded Overseas Studies from the provincial government for their engaging in intermediate and consulting business activities relating to self-funded overseas studies is canceled. This decision provides that after the cancellation of such requirements, the MOE and the SAMR shall study and develop a contract template for reference, and strengthen their guidance for, regulation on and service to intermediate service organizations and that the relevant industrial association shall take on a self-disciplinary role.

Regulations on Fire Safety

The Fire Safety Law, promulgated by the Standing Committee of the NPC on April 29, 1998, last amended by the Standing Committee of the NPC on April 23, 2019, and became effective as of April 23, 2019, as well as other relevant detailed fire prevention regulations, require that premises of training institutions and their tutoring branches must either obtain a fire safety assessment permit or complete a fire safety filing.

Pursuant to these regulations, failure to obtain a fire safety assessment permit shall be subject to: (i) orders to suspend the construction of projects, use of such projects or operation of relevant business; and (ii) a fine of between RMB30,000 and RMB300,000. Failure to complete a fire safety filing shall be subject to: (i) orders to make rectifications within a specified time limit; and (ii) a fine of not more than RMB5,000. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—A significant portion of our training institutions are not in compliance with fire safety regulations.”

In addition, fire departments conduct spot inspections irregularly. The training institutions and their tutoring branches that fail to pass such inspections are also subject to monetary penalties and suspension of business operations.

Regulations Relating to Employment, Social Insurance and Housing Provident Fund

Employment

According to the PRC Labor Law, or the Labor Law, which was promulgated by the Standing Committee of the National People’s Congress, or the SCNPC, on July 5, 1994, came into effect on January 1, 1995, and was last amended on December 29, 2018, an employer shall develop and improve its rules and regulations to safeguard the rights of its employees. An employer shall establish and develop labor safety and health systems, stringently implement national protocols and standards on labor safety and health, get employees to receive labor safety and health education, guard against labor accidents and reduce occupational hazards. Labor safety and health facilities must comply with the relevant national standards. An employer must provide employees with the necessary labor protection gear that complies with labor safety and health conditions stipulated under national regulations, and provide regular health examinations for employees that are engaged in work with occupational hazards. Employees engaged in special operations must receive specialized training and obtain pertinent qualifications. An employer shall develop a vocational training system. Vocational training funds shall be set aside and used in accordance with national regulations, and vocational training for employees shall be carried out systematically based on the actual conditions of the company.

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The Labor Contract Law of the PRC, which was promulgated by the SCNPC on June 29, 2007, amended on December 28, 2012, and came into effect on July 1, 2013, combined with the Implementation Regulations on Labor Contract Law, which was promulgated and became effective September 18, 2008, regulate the parties to labor contracts, namely employers and employees, and contain specific provisions relating to the terms of labor contracts. Under the Labor Contract Law and the Implementation Regulations on Labor Contract Law, a labor contract must be made in writing. An employer and an employee may enter into a fixed-term labor contract, an un-fixed term labor contract, or a labor contract that concludes upon the completion of certain work assignments, after reaching agreement upon due negotiations. An employer may legally terminate a labor contract and dismiss its employees after reaching agreement upon due negotiations with its employees or by fulfilling the statutory conditions. Where a labor relationship has already been established without a written labor contract, the written labor contracts shall be entered into within one month from the date on which the employee commences working.

Social Insurance

The Law on Social Insurance of the PRC, which was promulgated on October 28, 2010, became effective on July 1, 2011 and further revised on December 29, 2018, has established social insurance systems of basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and basic medical insurance, and has elaborated in detail the legal obligations and liabilities of employers who do not comply with relevant laws and regulations on social insurance.

According to the Interim Regulations on the Collection and Payment of Social Insurance Premiums, the Regulations on Work Injury Insurance, the Regulations on Unemployment Insurance and the Trial Measures on Employee Maternity Insurance of Enterprises, enterprises in the PRC shall provide benefit plans for their employees, which include basic pension insurance, unemployment insurance, maternity insurance, work injury insurance and basic medical insurance. An enterprise must provide social insurance by going through social insurance registration with local social insurance authorities or agencies, and shall pay or withhold relevant social insurance premiums for or on behalf of employees.

Housing Provident Fund

According to the Administrative Regulations on the Administration of the Housing Provident Fund, which was promulgated and became effective on April 3, 1999, and was amended on March 24, 2002, housing provident fund contributions paid and deposited both by employees and their unit employer shall be owned by the employees.

A unit employer shall undertake registration of payment and deposit of the housing provident fund in the housing provident fund management center and, upon verification by the housing provident fund management center, open a housing provident fund account on behalf of its employees in a commissioned bank. Employers shall timely pay and deposit housing provident fund contributions in the full amount and late or insufficient payments shall be prohibited. With respect to unit employers who violate the regulations hereinabove and fail to complete housing provident fund payment and deposit registrations or open housing provident fund accounts for their employees, such unit employers shall be ordered by the housing provident fund administration center to complete such procedures within a designated period. Those who fail to complete their registrations within the designated period shall be subject to a fine of between RMB10,000 and RMB50,000. When unit employers are in breach of these regulations and fail to pay deposit housing provident fund contributions in the full amount as they fall due, the housing provident fund administration center shall order such unit employers to pay within a prescribed time limit, failing which an application may be made to a people’s court for compulsory enforcement.

PRC Laws and Regulations Relating to Trademark, Domain Name and Copyright

Trademark

Pursuant to the Trademark Law of the PRC, or the Trademark Law, which was last amended on April 23, 2019, and came into effect on November 1, 2019, the term “registered trademarks” refers to trademarks that have been approved by and registered with the Trademark Office of the State Administration for Industry & Commerce, and includes commodity trademarks, service trademarks, collective marks and certification marks. The trademark registrant shall enjoy an exclusive right to use the trademark registered under its name, which shall be protected by laws.

Domain Name

Pursuant to the Administrative Measures for Internet Domain Names, which was promulgated by the MIIT on August 24, 2017 and became effective on November 1, 2017, domain name registration is subject to the principle of “first come, first served.” The domain names registered or used by an organization or individual may not contain any contents prohibited by laws and administrative regulations. A domain name registration applicant is required to provide the domain name registration service agency with true, accurate and complete identity information on the domain name holder.

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Copyright and Software Registration

The Standing Committee of the NPC adopted the Copyright Law in 1990 and amended it in 2001, 2010 and was last amended in 2020 and will come into effect on June 1, 2021. The amended Copyright Law extends copyright protection to Internet activities, products disseminated over the Internet and software products. In addition, there is a voluntary registration system administered by the China Copyright Protection Center. The amended Copyright Law also requires registration of a copyright pledge. To address the problem of copyright infringement related to the content posted or transmitted over the Internet, the National Copyright Administration and the MIIT jointly promulgated the Measures for Administrative Protection of Copyright Related to Internet on April 29, 2005. This measure became effective on May 30, 2005.

Pursuant to the Computer Software Protection Regulations last amended on January 30, 2013, the software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council’s copyright administrative department. The owner of a software copyright may authorize others to exercise that copyright, and shall have the right to receive remuneration. In order to further implement the Computer Software Protection Regulations, the State Copyright Bureau issued the Computer Software Copyright Registration Procedures on February 20, 2002, and amended on June 18, 2004, which applies to software copyright registration, license contract registration and transfer contract registration.

Regulations on Tax

PRC Enterprise Income Tax Law

On March 16, 2007, the National People’s Congress enacted the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, which became effective on January 1, 2008 and was last amended on December 29, 2018. The PRC EIT Law applies a uniform 25% enterprise income tax rate to both FIEs and domestic enterprises, except where tax incentives are granted to special industries and projects. Small and micro enterprises meeting certain conditions are entitled to a preferential EIT rate of 20%. Under the PRC EIT Law and its implementation regulations, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a nonresident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax.

Under the PRC EIT Law, an enterprise established outside China with “de facto management bodies” within China is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation, or the SAT, in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as “resident enterprises” clarified that dividends and other income paid by such PRC “resident enterprises” will be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC “resident enterprises” to various reporting requirements with the PRC tax authorities. Under the implementation regulations to the PRC EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in the PRC will be classified as PRC resident enterprises if the following are located or resident in the PRC: (i) senior management personnel and departments responsible for daily production, operation and management; (ii) financial and personnel decision-making bodies; (iii) key properties, accounting books, the company seal, and minutes of board meetings and shareholders’ meetings; and (iv) half or more of the senior management or directors who have voting rights.

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Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise. Pursuant to the Notice of the State Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements, or SAT Circular 81, 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 PRC resident enterprise; and (iii) it must have directly owned such required percentage in the PRC resident enterprise throughout the 12 months prior to receiving the dividends. In August 2015, the State Administration of Taxation promulgated the Administrative Measures for Nonresident Taxpayers to Enjoy Treatment under Tax Treaties, or SAT Circular 60, which became effective on November 1, 2015. SAT Circular 60 provides that nonresident enterprises are not required to obtain pre-approval from the relevant tax authority in order to enjoy the reduced withholding tax. Instead, nonresident enterprises and their withholding agents may, by self-assessment and on confirmation that the prescribed criteria to enjoy the tax treaty benefits are met, directly apply the reduced withholding tax rate, and file necessary forms and supporting documents when performing tax filings, which will be subject to post-tax filing examinations by the relevant tax authorities. Accordingly, Prepshine Holdings Co., Limited may be able to benefit from the 5% withholding tax rate for the dividends it receives from Purong Beijing, if it satisfies the conditions prescribed under SAT Circular 81 and other relevant tax rules and regulations. However, according to SAT Circular 81 and SAT Circular 60, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

On February 3, 2015, the SAT issued the Announcement of the State Administration of Taxation on Several Issues Concerning the Enterprise Income Tax on Indirect Property Transfer by Nonresident Enterprises, or SAT Bulletin 7. Pursuant to SAT Bulletin 7, for a non-resident enterprise indirectly transfers properties such as equity in PRC resident enterprises without any justifiable business purpose to avoid paying enterprise income tax, such indirect transfer must be reclassified as a direct transfer of equity in PRC resident enterprise. To assess whether an indirect transfer of PRC taxable properties has reasonable commercial purposes, all arrangements related to the indirect transfer must be considered comprehensively and the factors set forth in SAT Bulletin 7 must be analyzed comprehensively in light of the actual circumstances. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase and sale of equity securities through public securities markets.

On October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Nonresident Enterprise Income Tax at Source, or SAT Bulletin 37, which further clarifies the practice and procedure for the withholding of nonresident enterprise income tax. Among other things, the SAT Bulletin 37 provides that:

• for the income from equity investment assets, the competent tax authority for the income tax of the invested enterprise shall be the competent tax authority, while for the income from the dividends, extra dividends and other equity investment, the competent tax authority for the income tax of the enterprise distributing the income shall be the competent tax authority;

• the withholding obligator shall declare and pay the withheld tax to the competent tax authority in the place where such withholding obligator is located with seven days from the date of occurrence of the withholding obligation;

• where the income obtained by the withholding obligator and required to be withheld at source is in the form of dividends, extra dividends or any other equity investment gains, the date of occurrence of the obligation for withholding relevant payable tax is the date of actual payment of the dividends, extra dividends or other equity investment gains;

• for the income tax required to be withheld under Article 37 of the PRC EIT Law, if the withholding obligator fails to withhold in accordance with the law or is unable to perform withholding obligation, the nonresident enterprise obtaining the income shall declare and pay the tax not withheld to the competent tax authority of the place of the occurrence of the income in accordance with Article 39 of the PRC EIT Law and complete the Form of Report on Withholding of Enterprise Income Tax of the People’s Republic of China; where the nonresident enterprise fails to declare and pay tax in accordance with Article 39 of the PRC EIT Law, the tax authority may order it to pay the tax within a specified time limit and the nonresident enterprise shall declare and pay the tax within the time limit determined by the tax authority; the nonresident enterprise that declares and pays the tax voluntarily before the tax authority orders it to pay tax within a specified time limit shall be deemed as having paid tax as scheduled;

• the competent tax authority may require the taxpayer, withholding obligator and relevant parties with knowledge of relevant information to provide the contracts and other relevant materials relating to the withholding of tax. The withholding obligator shall set up the account books for withholding and payment of tax and file of contracts and materials to accurately record the withholding and payment of nonresident enterprise income tax; and

• where the withholding obligator fails to withhold the tax required to be withheld under Article 37 of the PRC EIT Law, the competent tax authority of the place where the withholding agent is located shall order the withholding obligator to make up for the withholding of tax in accordance with Article 23 of the Administrative Punishment Law of the People’s Republic of China and hold the withholding agent liable in accordance with the law; if recovery of tax payment from the taxpayer is necessary, the competent tax authority of the place where the income occurs shall implement the recovery in accordance with the law. If the place where the withholding obligator is located is different from the place where the income occurs, the competent tax authority of the place of occurrence of the income that is responsible for recovering the tax payment shall give notice to the competent tax authority of the place where the withholding obligator is located for verifying relevant information. The competent tax authority of the place where the withholding agent is located shall, within five working days from the date where it is determined that the payable tax is not withheld in accordance with the law, send the Contact Letter for Nonresident Enterprise Tax Matters to the competent tax authority of the place of occurrence of income and notify the latter of the tax-related matters of the nonresident enterprise.

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Where nonresident investors were involved in our private equity financing, if such transactions were determined by the tax authorities to lack reasonable commercial purpose, we and our nonresident investors may become at risk of being required to file a return and taxed under SAT Bulletin 7 and/or SAT Bulletin 37 and we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to establish that we should not be held liable for any obligations under SAT Bulletin 7 and/or SAT Bulletin 37.

PRC Value-added Tax in Lieu of Business Tax

On January 1, 2012, the Chinese State Council officially launched a pilot value-added tax (“VAT”) reform program, or Pilot Program, applicable to businesses in selected industries. Businesses in the Pilot Program would pay VAT instead of business tax. Pilot industries in Shanghai include industries involving the leasing of tangible movable property, transportation services, product development and technical services, information technology services, cultural and creative services, logistics and ancillary services, certification and consulting services. According to official announcements made by competent authorities in Beijing and Guangdong province, Beijing launched the same Pilot Program on September 1, 2012, and Guangdong province launched its pilot program on November 1, 2012. On May 24, 2013, the Ministry of Finance and the State Administration of Taxation issued the Circular on Tax Policies in the Nationwide Pilot Collection of Value Added Tax in Lieu of Business Tax in the Transportation Industry and Certain Modern Services Industries, or the Pilot Collection Circular. The scope of certain modern services industries under the Pilot Collection Circular extends to the inclusion of radio and television services. On August 1, 2013, the Pilot Program was implemented throughout China. On December 12, 2013, the Ministry of Finance and the SAT issued the Circular on the Inclusion of the Railway Transport Industry and Postal Service Industry in the Pilot Collection of Value-added Tax in Lieu of Business Tax, or the 2013 VAT Circular. Among the other things, the 2013 VAT Circular abolished the Pilot Collection Circular, and refined the policies for the Pilot Program. On April 29, 2014, the Ministry of Finance and the SAT issued the Circular on the Inclusion of Telecommunications Industry in the Pilot Collection of Value-added Tax in Lieu of Business Tax. On March 23, 2016, the Ministry of Finance and the SAT issued the Circular on the Comprehensive Promotion of the Pilot Program of the Collection of Value-added Tax in Lieu of Business Tax. Effective from May 1, 2016, the PRC tax authorities collect VAT in lieu of Business Tax on a trial basis within the territory of China, and in industries such as construction industries, real estate industries, financial industries and living service industries. Some of our subsidiaries as a small-scale taxpayer will be required to pay VAT at a tax rate of 3% for the services. Pursuant to the Announcement on Policies for Deepening the VAT Reform issued on March 20, 2019 by the MOF, the SAT and General Administration of Customs, which came into effect on April 1, 2019, the tax rates of 16% and 10% applicable to the taxpayers who have VAT taxable sales activities or imported good are further adjusted to 13% and 9%, respectively.

PRC Foreign Investment Law

On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, namely, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The existing FIEs established prior to the effectiveness of the Foreign Investment Law may keep their corporate forms within the next five years. Pursuant to the Foreign Investment Law, “foreign investors” means natural person, enterprise, or other organization of a foreign country, “foreign-invested enterprises” means any enterprise established under the 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 FIEs in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property shares and 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.

The Foreign Investment Law stipulates that China implements the management system of pre-establishment national treatment plus a negative list to foreign investment and the government generally will not expropriate foreign investment, except under special circumstances in which case it will provide fair and reasonable compensation to foreign investors. Foreign investors are barred from investing in prohibited industries on the negative list and must comply with the specified requirements when investing in restricted industries on the negative list. When a license is required to enter a certain industry, the foreign investor must apply for one, and the government must treat the application equally as one made by a domestic enterprise, except otherwise provided by laws or regulations. In addition, foreign investors, or FIEs, are required to file information reports and foreign investment shall be subject to the national security review.

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On December 26, 2019, the State Council promulgated the Implementation Rules of Foreign Investment Law, and became effective on January 1, 2020. The Implementation Rules of Foreign Investment Law restates certain principles of the Foreign Investment Law and further provides, among others, (1) the “other investors” referred in the Foreign Investment Law include Chinese natural persons; (2) the existing FIEs established pursuant to the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law and the Wholly Foreign-invested Enterprise Law may, within the five-year period following the implementation of the Foreign Investment Law, adjust their corporate form and complete the change in registration pursuant to the provisions of the PRC Company Law, the PRC Partnership Enterprise Law and relevant laws and regulations, and if it fails to do so, the enterprise registration authority will not process other registration matters of the FIE and may publicize such non-compliance starting from January 1, 2025; (3) if the existing FIE adjusted its corporate form pursuant to the relevant laws and regulations, the provisions regarding transfer of equity interests, distribution of profits and remaining assets as stipulated in the contracts among the joint venture parties of an existing FIE may survive the Foreign Investment Law.

PRC Laws and Regulations Relating to Foreign Exchange

Regulations on Loans to and Direct Investment in the PRC Entities by Offshore Holding Companies

According to the Implementation Rules for the Provisional Regulations on Statistics and Supervision of Foreign Debt promulgated by SAFE on September 24, 1997 and the Interim Provisions on the Management of Foreign Debts promulgated by SAFE, the NDRC and the MOF that became effective from March 1, 2003, loans by foreign companies to their subsidiaries in China, which accordingly are FIEs, are considered foreign debts. Pursuant to the Measures for the Administration of Foreign Debt Registration issued by SAFE on April 28, 2013 and the Notice on Matters concerning the Macro-Prudential Administration of Full-Covered Cross-Border Financing issued by the People’s Bank of China on January 11, 2017, the total amount of accumulated foreign debt borrowed by an FIE is subject to a upper limit calculated based on a statutory formula, and the FIE is required to file with SAFE after entering into relevant foreign debt contract and within at least three business days before drawing any money from the foreign debts.

According to applicable PRC regulations on FIEs, if a foreign holding company makes capital contributions to its PRC subsidiaries, which are considered FIEs, the PRC subsidiaries must file an investment information report with the MOFCOM or its local counterpart in connection with the increase of its registered capital.

Foreign Currency Exchange

Pursuant to the Foreign Exchange Administration Rules, as amended from time to time, and various regulations issued by SAFE and other relevant PRC government authorities, Renminbi is freely convertible to the extent of current account items, such as trade and service-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, unless expressly exempted by laws and regulations, still require prior approval from SAFE or its provincial branch for conversion of Renminbi into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside of China. Payments for transactions that take place within China shall be made in Renminbi. Foreign currency revenues received by PRC companies may be repatriated into China or retained outside of China in accordance with requirements and terms specified by SAFE.

Under the Foreign Exchange Administration Rules, FIEs in China may, without the approval of SAFE, make a payment from their foreign exchange accounts at designated foreign exchange banks for paying dividends with certain evidencing documents (e.g., board resolutions and tax certificates), or for trade and services-related foreign exchange transactions by providing commercial documents evidencing such transactions. They are also allowed to retain foreign currency (subject to a cap approved by SAFE) to satisfy foreign exchange liabilities. In addition, foreign exchange transactions involving overseas direct investment or investment and trading in securities and derivative products abroad are subject to registration with SAFE or its local counterparts and approval from or filling with other relevant PRC government authorities, if necessary.

On October 23, 2019, the SAFE promulgated the Notice for Further Advancing the Facilitation of Cross-border Trade and Investment, or the SAFE Circular 28, which, among other things, allows all FIEs to use Renminbi converted from foreign currency-denominated capital for equity investments in China, as long as the equity investment is genuine, does not violate applicable laws, and complies with the negative list on foreign investment. On December 31, 2021, the People’s Bank of China, SAFE and other government authorities jointly issued the Circular on Further Optimizing Cross-border Renminbi Policies to Support the Stabilization of Foreign Trade and Foreign Investment, or the Circular 330, which, among other things, reiterates the above provisions in SAFE Circular 28. However, since the SAFE Circular 28 and Circular 330 are relatively new, it is unclear how it will be interpreted and implemented by SAFE and other government authorities as well as competent banks.

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Regulations Relating to Foreign Exchange Registration of Overseas Investment by PRC Residents

SAFE Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, issued by SAFE and becoming effective on July 4, 2014, regulates foreign exchange matters in relation to the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing and conduct round trip investment in China. Under SAFE Circular 37, an SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the direct investment in China by PRC residents or entities through SPVs, namely, establishing FIEs within the PRC through a new entity, merger or acquisition and other ways to obtain the ownership, control rights and management rights. SAFE Circular 37 requires that, before making contribution into an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch. In the event of any change in the basic information such as the domestic individual shareholder, name, operation term, etc. in connection with such SPV, or if there is a capital increase, decrease, equity transfer or swap, merge, spinoff or other material changes in connection with such SPV, the PRC residents or entities shall complete foreign exchange alteration registration formality for offshore investment. SAFE Circular 37 further provides that option or share-based incentive tool holders of a non-listed SPV can exercise the options or share incentive tools to become a shareholder of such non-listed SPV, subject to registration with SAFE or its local branch. In addition, according to the procedural guidelines as attached to SAFE Circular 37, PRC residents or entities are only required to register the SPV directly established or controlled (first level).

On February 13, 2015, the SAFE further promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment ( “SAFE Circular 13”), which took effect on June 1, 2015. SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

Regulations on Share Incentive Plans

Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plan of an Overseas Publicly Listed Company, or SAFE Circular 7, which was issued by SAFE in February 2012, the domestic individuals, including PRC citizens and non-PRC citizens residing in China for a continuous period of not less than one year (but excluding the foreign diplomatic personnel and representatives of international organizations), who participate in any share incentive plan of an overseas publicly listed company, such as its employees, directors, supervisors and other senior management, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and certain other procedures are also required to be completed. Failure to complete the SAFE registrations may result in fines and legal sanctions on such domestic individuals and may also limit their capability to contribute additional capital into the wholly foreign-owned subsidiary in China and further limit such subsidiary’s capability to distribute dividends.

In addition, the State Administration of Taxation has issued certain circulars concerning employee share options or restricted shares. Under these circulars, the employees working in the PRC will be subject to PRC individual income tax when they exercise share options or are granted restricted shares. The PRC subsidiaries of such overseas listed company have the obligations to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes levied on those employees exercising their share options. If the employees fail to pay or the PRC subsidiaries fail to withhold their income taxes according to relevant laws and regulations, the PRC subsidiaries may face sanctions imposed by the tax authorities or other PRC government authorities.

Regulations on Protection of Personal Information of Citizens

Pursuant to the Law on the Protection of Consumer Rights and Interests, business operators must collect and use personal information of consumers in a lawful and proper manner by following the principle that such information collection or use is genuinely necessary. Business operators must expressly state the purposes, methods and scope of information collection or use, and obtain the consent of the consumers whose information is to be collected. To collect or use the personal information of consumers, business operators must disclose their rules regarding information collection or use, and may not collect or use information in violation of laws or regulations, or in breach of any agreements between the parties concerned. Business operators and their staff members must strictly keep confidential the collected personal information of consumers, and may not divulge, sell or illegally provide others with such information.

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Pursuant to the Interpretation of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing Personal Information of Citizens, if a business operator collects personal information of citizens by purchasing, accepting or exchanging, or collects personal information of citizens in the course of performing their duties and providing services in violation of relevant laws and regulations and meet one of the following standards, such operator will be considered in violation of criminal law and such operator and its responsible personnel must undertake criminal liabilities: (i) illegal acquisition, sale or provision of more than 50 pieces of track information, communication content, credit information or property information; (ii) illegal acquisition, sale, or provision of more than 500 pieces of accommodation information, communication records, health and physiological information, trading information, and other personal information which may affect the safety of personal and property; (iii) illegal acquisition, sale, or provision of more than 5,000 pieces of personal information, other than the information mentioned in the preceding (i) and (ii); (iv) the profits generated from using the illegally collected and acquired personal information is more than RMB50,000; and (v) resell the collected personal information during the course of performing their duties and providing service and the amount of resold personal information reaches 50% of the prescribed standard mentioned in (i), (ii), (iii) or (iv), as applicable.

Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (Revised in 2009)

Under the Provisions on the Merger and Acquisition of Domestic Enterprises by Foreign Investors (Revised in 2009), or the M&A Rules, a foreign investor is required to obtain necessary approvals when (1) such foreign investor acquires any equity interests or subscribes for any new equity interests in a domestic enterprise whereby such domestic enterprise is converted into an FIE; or (2) such foreign investor establishes an FIE, which then purchases and operates the assets of a domestic enterprise, or such foreign investor purchases the assets of a domestic enterprise and then injects those assets into an FIE. According to Article 11 of the M&A Rules, where a domestic enterprise or a domestic natural person, through an overseas company established or controlled by it/him/her, acquires a domestic company which is related to or connected with it/him/her, approval from the MOFCOM is required.

For a detailed description of the risks associated with the M&A Rules, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in the PRC—Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated review and approval process which could make it difficult for us to pursue growth through acquisitions in China.”

Regulation Related to Anti Long-Arm Jurisdiction

The MOFCOM issued Provisions on the List of Unreliable Entities, or the MOFCOM Order No. 4 of 2020, on September 19, 2020. Pursuant to the MOFCOM Order No. 4 of 2020, the working office shall, based on the investigation results and by taking the following factors into consideration, decide whether to determine any foreign entities to be unreliable entities. When making such determinations, factors to be considered include: (i) the extent of damage caused to China’s sovereignty, security and development interests; (ii) the extent of the damage to the legitimate rights and interests of Chinese enterprises, other organizations or individuals; (iii) whether or not the international economic and trade rules are followed; and (iv) other factors to be taken into consideration. If a foreign entity is included in the list of unreliable entities, the working office may decide to take one or more of following measures: (i) restricting or prohibiting the foreign entity from engaging in import or export activities related to China; (ii) restricting or prohibiting the foreign entity’s investment within the territory of China; (iii) restricting or prohibiting the entry of the foreign entity’s relevant personnel or transport vehicles into the territory of China; (iv) restricting or cancelling the work permit, stay or residence qualification of the foreign entity’s relevant personnel in China; (v) imposing a fine corresponding to the seriousness of the case against the foreign entity; or (vi) other necessary measures.

On January 9, 2021, the MOFCOM promulgated the Rules on Counteracting Unjustified Extra-Territorial Application of Laws and Measures of Foreign Countries, or the MOFCOM Order No. 1 of 2021. Pursuant to the MOFCOM Order No. 1 of 2021, where a Chinese citizen, legal person or other organization is prohibited or restricted by any laws and measures of a foreign country from engaging in normal economic, trade and related activities with a third Country (or region) or its citizens, legal persons or other organizations, he/she/it shall truthfully report such matters to the competent department of commerce of the State Council within 30 days. The working office shall take following factors into consideration when assessing whether there exists unjustified extra-territorial application of foreign laws and measures: (i) whether international law or the basic principles of international relations are violated; (ii) potential impact on China’s national sovereignty, security and development interests; (iii) potential impact on the legitimate rights and interests of the Chinese citizens, legal persons or other organizations; (iv) other factors to be taken into account. If the working office determines that there exists unjustified extra-territorial application of foreign laws and measures, the MOFCOM may issue an injunction that the relevant foreign laws or measures shall not be accepted, executed, or observed. A Chinese citizen, legal person or other organization may apply for exemption from compliance with an injunction.

C. Organizational Structure

The following chart sets forth our corporate structure and ownership interest in each of our principal operating subsidiaries as of December 31, 2020.

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(1) Mr. Liang Gao, Mr. Gang Li, Mr. Yun Xiao, Tianjin Puxian Education and Technology Limited Partnership, Shanghai Trustbridge Investment Management Co., Ltd. and Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership hold a 5.698%, 3.419%, 1.140%, 18.233%, 3.6335% and 3.6335% equity interest in Puxin Education, respectively.

The following table sets forth summary information for our subsidiaries as of December 31, 2020.

Subsidiary	Jurisdiction of Incorporation	Percentage of Ownership Interest
Prepshine Holdings Co., Limited	Hong Kong		100	%
Beijing Global Education & Technology Co., Ltd.	PRC		100	%
Purong (Beijing) Information Technology Co., Ltd.	PRC		100	%

We operate our businesses in the PRC through Puxin Education, our VIE, and its subsidiaries. The following table sets forth summary information for Puxin Education’s directly-owned subsidiaries as of December 31, 2020.

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Subsidiary of Puxin Education	Jurisdiction of Incorporation		Percentage of Ownership Interest
Beijing Meitong Education Consulting Co., Ltd.(1)		PRC		100	%
Beijing Shangxin Education Technology Co., Ltd.		PRC		100	%
Taiyuan Puxin Culture and Arts Co., Ltd.		PRC		100	%
Taiyuan Puxin Culture Communication Co., Ltd.		PRC		100	%
Beijing Meikaida Education Technology Co., Ltd.		PRC		100	%
Tianjin Xinsiyuan Culture Communication Co., Ltd.		PRC		100	%
Beijing Puda Education Technology Co., Ltd.		PRC		100	%
Shenyang Huanggu Oriental Magic Arts Training School		PRC		100	%
Beijing Pule Education Technology Co., Ltd.		PRC		100	%
Beijing Pule Travel Co., Ltd.		PRC		100	%
Jinan Puxin Education Technology Co., Ltd.		PRC		100	%
Guizhou Puxintian Education Technology Co., Ltd.		PRC		100	%
Beijing Jiameixin Education Consulting Co., Ltd.		PRC		100	%
Jinan Pude Education Technology Co., Ltd.		PRC		100	%
Jinan Qifa Education Consulting Co., Ltd.		PRC		100	%
Nanjing Diyu Investment Management Co., Ltd.		PRC		100	%
Shaoxing Puxin Education Information Consulting Co., Ltd.		PRC		100	%
Yunnan Pude Education Information Consulting Co., Ltd.		PRC		100	%
Ningbo Puxin Education Technology Development Co., Ltd.		PRC		100	%
Chengdu Puxin Shenglong Education Technology Co., Ltd.		PRC		100	%
Nanjing Dreams & Stars Information Consulting Co., Ltd.		PRC		100	%
Shenzhen Davis Information Consulting Co., Ltd.		PRC		100	%
Shanghai Pukuan Education Technology Co., Ltd.		PRC		100	%
Luoyang Pucai Education Technology Co., Ltd.		PRC		100	%
Dalian Pude Education Consulting Co., Ltd.		PRC		100	%
Xi’an Puxin Shanghe Culture Development Co., Ltd.		PRC		100	%
Luzhou Puxin Culture Communication Co., Ltd.		PRC		100	%
Beijing Xuezong Tianxia Education Technology Co., Ltd.		PRC		100	%
Chongqing Puxin Technology Co., Ltd.(2)		PRC		100	%
Jilin Puxin Education Technology Co., Ltd.		PRC		100	%
Yancheng Tiantian Xiangshang Puxin Education Technology Co., Ltd.		PRC		100	%
Fuzhou Pude Education Technology Co., Ltd.		PRC		100	%
Hangzhou Puxin Technology Co., Ltd.		PRC		100	%
Shandong Zengyu Trading Co., Ltd.		PRC		100	%
Foshan Mingshi Education Technology Co., Ltd.		PRC		100	%
Nanjing Huoyanyan Culture Development Co., Ltd.		PRC		100	%
Dalian Keyuan Culture Consulting Co., Ltd.		PRC		100	%
Changchun Chaoyang Puxin Training School Co., Ltd.		PRC		100	%
Pude Education Technology Co., Ltd.		PRC		100	%
Shanghai Puyou Information Technology Co., Ltd.(3)		PRC		100	%
Tianjin Puxing Education Technology Co., Ltd.		PRC		100	%
Zhengzhou Youshili Education Training School Co., Ltd.(4)		PRC		100	%
Puhe Education Technology Co., Ltd.		PRC		80	%

(1) Beijing Meitong Education Consulting Co., Ltd. holds the 100% equity interest in Shanghai Global Career Education & Technology Holdings Limited and ZMN International Education Consulting (Beijing) Co., Ltd., respectively.

(2) Puxin Education is in the process of being registered with local government authorities as shareholder of Chongqing Puxin Technology Co., Ltd.

(3) Puxin Education holds a 67% equity interest and Purong Beijing holds a 33% equity interest in Shanghai Puyou Information Technology Co., Ltd., respectively.

(4) Puxin Education is in the process of being registered with local government authorities as shareholder of Zhengzhou Youshili Education Training School Co., Ltd.

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Contractual Arrangements with Puxin Education

Below is a summary of the currently effective contractual arrangements by and among our wholly-owned subsidiary Purong Beijing, our VIE and its shareholders.

Exclusive Management Services and Business Cooperation Agreement

Pursuant to the exclusive management services and business cooperation agreement among Purong Beijing, our VIE and the shareholders of our VIE, Purong Beijing has the exclusive right to provide or designate any third party to provide, among other things, education management consultancy services, permission of intellectual property rights, technological support and business support to our VIE and its subsidiaries. In exchange, our VIE and its subsidiaries pay service fees to Purong Beijing in an amount at Purong Beijing’s discretion. Without the prior written consent of Purong Beijing, our VIE and its subsidiaries cannot accept services provided by or establish similar cooperation relationship with any third party. Purong Beijing owns the exclusive intellectual property rights created as a result of the performance of this agreement unless otherwise provided by PRC laws or regulations. The agreement was entered into on February 5, 2018 and became effective on February 5, 2018 and will remain effective unless unanimously agreed by the parties concerned or unilaterally terminated by Purong Beijing with a written notice. This agreement was amended on February 25, 2018 because Shanghai Trustbridge Investment Management Co., Ltd., or Shanghai Trustbridge, became a shareholder of Puxin Education. Unless otherwise required by applicable PRC laws, our VIE and its shareholders do not have any right to terminate the exclusive service agreement.

Exclusive Call Option Agreement

Under the exclusive call option agreement among Purong Beijing, our VIE and its shareholders, each of the shareholders of our VIE irrevocably granted Purong Beijing a right to purchase, or designate a third party to purchase, all or any part of their equity interests in our VIE at a purchase price equal to the lowest price permissible by the then-applicable PRC laws and regulations at Purong Beijing’s sole and absolute discretion to the extent permitted by PRC law. The shareholders of our VIE shall promptly give all considerations they received from the exercise of the options to Puxin Education, Purong Beijing or a designated third party of Purong Beijing. Without Purong Beijing’s prior written consent, our VIE and its shareholders shall not enter into any major contract or transfer any equity of our VIE. Without Purong Beijing’s prior written consent, our VIE and its shareholders shall not sell, transfer, license or otherwise dispose of any of our VIE’s assets or allow any encumbrance of any assets, except for the disposal or the encumbrances of the assets that are treated as necessary for their daily business operations with the value of the assets involved in a single transaction not exceeding RMB100,000. Our VIE shall not be dissolved or liquidated without the written consent by Purong Beijing. This agreement was entered into on February 5, 2018 and became effective on February 5, 2018 and shall remain in effect upon expiry or early termination of this agreement. This agreement was amended on February 25, 2018 because Shanghai Trustbridge became a shareholder of Puxin Education.

Equity Pledge Agreement

Under the equity interest pledge agreement among Purong Beijing, our VIE and its shareholders, our VIE’s shareholders pledged all of their equity of our VIE to Purong Beijing as security for performance of the obligations of our VIE and its shareholders under the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the loan agreements. If any of the specified events of default occurs, Purong Beijing may exercise the right to enforce the pledge immediately. Purong Beijing may transfer all or any of its rights and obligations under the equity pledge agreement to its designee(s) at any time. The equity pledge agreement is binding on our VIE’s shareholders and their successors. The equity pledge agreement became effective on February 5, 2018 and the pledge under the equity pledge agreement became effective on February 5, 2018 and will remain in effect until the fulfillment of all the obligations under the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the loan agreements. This agreement was amended on February 25, 2018 because Shanghai Trustbridge became a shareholder of Puxin Education. The pledge of the equity interests of Shanghai Trustbridge became effective on February 26, 2018.

Powers of Attorney

Pursuant to the powers of attorney executed by our VIE and our VIE’s shareholders, each of them irrevocably authorized Purong Beijing to act on their respective behalf as exclusive agent and attorney, to the extent permitted by law, with respect to all rights of shareholders concerning all the equity interest and sponsor interest held by each of them in our VIE or its subsidiaries, including but not limited to proposing to convene or attend shareholder meetings, board meetings or council meetings, signing the resolutions and minutes of such meetings, exercising all the rights as shareholders or sponsors (including but not limited to voting rights, nomination rights, appointment rights, the right to receive dividends and the right to sell, transfer, pledge or dispose of all the equity or the sponsor interest held in part or in whole).

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Spousal Consent Letters

Pursuant to the spousal consent letters executed by the spouses of certain shareholders of our VIE, the signing spouses confirm and agree to the execution of the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the equity pledge agreement described above by the applicable shareholders. They further undertake not to hinder the disposal of the equity and not to make any assertions in connection with the equity of our VIE held by the applicable shareholders, and confirm that the applicable shareholders can perform the relevant transaction documents described above and further amend or terminate such transaction documents without the authorization or consent from such spouse. The spouse of each applicable shareholder agrees and undertakes that if he/she obtains any equity of our VIE held by the applicable shareholders for any reasons, he/she would be bound by the transaction documents described above.

Letters of Commitment

Pursuant to the letters of commitment executed by the shareholders of Shanghai Trustbridge and the partners of Tianjin Puxian Education Technology Limited Partnership, or Tianjin Puxian, and Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership, or Ningbo Zhimei, which are the shareholders of our VIE, all the shareholders of Shanghai Trustbridge and all the partners of Tianjin Puxian and Ningbo Zhimei irrecoverably promise that they will not pledge, sell or dispose of the equity interest or the partnership interest in Shanghai Trustbridge, Tianjin Puxian or Ningbo Zhimei held by them, respectively, grant a security interest or a priority right in such equity interest or partnership interest to any third party or enter into any transactions with the same economic results that may affect the priority of the equity pledge and the stable implementation of structural contracts, including the exclusive call option agreement, the exclusive management service and business cooperation agreement, the equity pledge agreement, the powers of attorney and the loan agreements.

Loan Agreements

Pursuant to the loan agreement among Purong Beijing and Ningbo Zhimei, Purong Beijing has granted an interest-free loan to Ningbo Zhimei, the shareholder of our VIE, which may only be used for the purpose of acquiring its equity interests in the VIE. Purong Beijing may require acceleration of repayment at its absolute discretion. When Ningbo Zhimei makes early repayment of the outstanding amount, Purong Beijing or a third party designated by it may purchase the equity interests held by Ningbo Zhimei in our VIE at a price equal to the outstanding amount of the loan, subject to any applicable PRC laws, rules and regulations. Ningbo Zhimei undertakes not to enter into any prohibited transactions in relation to our VIE, including the transfer of any business, material assets or equity interests in our VIE to any third party.

Pursuant to the loan agreement between Purong Beijing and Mr. Yunlong Sha, Purong Beijing has granted an interest-free loan to Mr. Yunlong Sha, the shareholder of our VIE, which may only be used for acquiring the equity interests in our VIE from certain former shareholders. Purong Beijing may require acceleration of repayment at its absolute discretion. When Mr. Yunlong Sha makes early repayment of the outstanding amount, Purong Beijing or a third party designated by it may purchase the corresponding equity interests held by him in our VIE at a price equal to the outstanding amount of the loan, subject to any applicable PRC laws, rules and regulations. Mr. Yunlong Sha undertakes not to enter into any prohibited transactions in relation to our VIE, including the transfer of any business, material assets or equity interests in our VIE to any third party.

In the opinion of Tian Yuan Law Firm, our PRC legal counsel, the contractual arrangements among Purong Beijing, Puxin Education and its shareholders are valid, binding and enforceable under current PRC law. However, these contractual arrangements may not be as effective in providing control as direct ownership. There are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. For a description of the risks related to our corporate structure, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.”

D. Property, Plants and Equipment

We currently lease substantially all of the properties we use to operate our business. We are headquartered in Beijing, and the business premises of our schools and learning centers are located in 32 cities in China. Our leases have terms of one to 12 years.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 3. Key Information—D. Risk Factors” and elsewhere in this annual report on Form 20-F.

A. Operating Results

Impact of COVID-19

The outbreak of the COVID-19 pandemic around the globe has had and is expected to continue to have an impact on our operations and financial performance. During the peak and resurgence of the pandemic, we had to close our learning centers in China, our student acquisition efforts were affected, and the enrollment for summer courses were delayed. We experienced higher-than-normal refund rates from cancellation and deferments of our courses and challenges in acquiring new students since the second quarter of 2020 till the end of 2020. Our total student enrollments in the second and third quarters of 2020 experienced a lower growth rate of 18.1% and 28.7% compared to 39.5% and 60.2% in the same period of 2019, respectively. Our total student enrollments in the fourth quarter of 2020 experience a decrease of 12.5% compare to that in the same period in 2019.

While our K-12 tutoring business (without taking Puxin Online School into consideration) achieved a growth for the full year of 2020 with an 8.9% increase in net revenues to RMB2,099.0 million (US$321.7 million) in 2020 compared to RMB1,927.4 million in 2019, our study-abroad related businesses, including test preparation and consulting services, have been significantly affected, and are expected to continue to be affected, by the COVID-19 pandemic due to cancellation of overseas exams, suspension of overseas schools, restrictions on travels, as well as students’ and parents’ concerns for health and safety. Our net revenues from study-abroad tutoring services decreased by 39.9% from RMB1,160.1 million in 2019 to RMB697.6 million (US$106.9 million) in 2020.

The COVID-19 outbreak may continue affect our business operations and its financial condition and operating results for the fiscal year 2021, including but not limited to negative impact to our net revenues or impairment on our intangible assets.

Major Factors Affecting Our Results of Operations

We operate in China’s after-school education market, and our results of operations and financial condition are significantly affected by general factors affecting China’s education industry, including China’s overall economic growth, the increase in per capital disposable income, the growth in spending on after-school education services and demographic trends as a result of China’s population policies.

We are also affected by the regulatory environment governing the PRC after-school education industry, including the qualification and licensing requirements for entities providing education services.

In addition to general economic conditions and industry factors, we believe the following company-specific factors have had, and will continue to have, a significant impact on our results of operations.

Number of Student Enrollments

Our revenues primarily consist of tuition from students enrolled in our courses and consulting programs, which is directly driven by the increase in student enrollments. In 2018, 2019 and 2020, our total student enrollments were 1,846,349, 2,872,025 and 3,680,742 respectively. Our growth in student enrollments is directly affected by our ability to recruit new students and retain our current students.

Our ability to attract new students is largely dependent on our reputation and brand recognition and the varieties of our courses and service offerings. Our reputation and brand recognition were primarily driven by the proven academic performance of our students and the high-quality of our teaching faculty. We have expanded our service offerings to a full spectrum of after-school education services to students of all age groups in various class formats since establishment. Our course and service offerings cover all core subjects in China’s school curricula at each grade level of the K-12 system, as well as certain extracurricular courses, such as painting and calligraphy. We started study-abroad test preparation courses and study-abroad consulting services in July 2015 and September 2015, respectively. In April 2019, we started to offer full-time tutoring to high school students who are preparing for university entrance exams and art college admission exams in China.

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In addition, a high K-12 group class student retention rate has also contributed to our total student enrollment growth. In 2018, 2019 and 2020, the K-12 group class student retention rate of our schools operating under our management for over 12 months reached 71.5%, 72.1% and 72.7%, respectively, as a result of our high-quality services and the high satisfaction rate of our current students and their parents. Besides, our expansion of courses and service offerings also allows us to conduct cross-selling, improve student stickiness to realize synergies across business lines and maximize student lifetime value for our long-term growth.

Network of Learning Centers

Our ability to expand our network of learning centers is one of the most important factors affecting our results of operations. We have expanded our network primarily through acquisitions. This approach enables us to acquire large student base in a new market with customer acquisition and marketing costs in a cost-effective manner by leveraging the well-established reputation of the acquired schools in local markets. We also build schools and learning centers by ourselves to expand our network when we identify good opportunities.

Our learning centers decreased from 446 as of December 31, 2019 to 407 as of December 31, 2020, reflecting the combination of (i) 25 learning centers we acquired in 2020, (ii) 29 learning centers we constructed in 2020, and (iii) 93 learning centers which were closed or combined with other learning centers. The table below sets forth the number of our learning centers in operation throughout the period indicated and the number of our newly acquired and constructed centers during each period:

	For the Year Ended December 31,
	2018			2019			2020
Learning centers at the beginning of the period		400			386			446
Newly acquired learning centers during the period		14			41			25
Newly constructed learning centers during the period		45			94			29
Closed learning centers during the period		(73	)		(75	)		(93	)
Learning centers at the end of the period		386			446			407

Our ability to expand our network of learning centers was impacted by the COVID-19 pandemic in 2020. We had 29 newly constructed learning centers in 2020 as compared to 94 in 2019. We also closed certain learning centers which were significantly affected by the COVID-19 and had poor operating performance in 2020. In addition, affected by the travel restrictions and social distancing requirements, our acquisition team could not travel to meet with potential acquisition targets, conduct due diligence on the acquisition targets or negotiate with owners of the potential targets, which caused a decrease in the number of newly acquired learning centers in 2020 as compared to that of 2019. All of these had negatively affected our results of operations in 2020.

We plan to continue to grow our network of learning centers through acquisitions, which will enable us to enlarge our nationwide coverage, penetrate target markets where we do not have presence currently and enhance our market position where we already operate in.

Pricing

Our revenues and profitability are directly affected by the pricing for our services. For K-12 tutoring and study-abroad test preparation courses, we typically charge students tuition based on the hourly rate of the student’s course type and the total number of class hours the student takes. We set hourly rates for our courses based on a number of factors, including class size, course type, customer segmentation, geographic location of the course offered and our competitors’ fee rates for similar offerings. For study-abroad consulting services, we charge students fees based on the overall services we provide to them, such as preparing application materials based on their target schools and universities, making study plans and preparing visa applications.

In addition to courses we offer at our regular prices, we also offer promotional K-12 tutoring programs to attract new students primarily during the summer and winter breaks, as well as the Labor Day and National Day holidays in China. The prices for such promotional programs are usually at a substantial discount of our regular tuition fees. As a result, the profit margin of our promotional tutoring programs is lower than our regular tutoring programs, and the mix of our regular tutoring programs and promotional tutoring programs affects our profitability.

For each acquired school, we usually continue to follow its tuition fee standards prior to our acquisition to maintain the stable student retention and operations of the school. We may adjust the tuition fees for new contracts when the acquired school’s product and service quality has been improved. The tuition fee levels of our schools remained relatively stable in 2018, 2019 and 2020. In the long run, we seek to gradually increase our tuition fee level without compromising our student enrollments.

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Our Ability to Control Costs and Improve Our Operating Efficiency

Our profitability depends significantly on our ability to control our costs and improve our operating efficiency.

Our cost of revenues consists primarily of teaching staff costs, rental and facility maintenance expenses for our learning centers. Teaching staff costs depend on the number of our teaching staff and their level of compensation. We offer attractive compensation to our teachers to attract and retain the best teaching talent. The number of our full-time teachers and consultants increased from 4,592 as of December 31, 2018 to 5,932 as of December 31, 2019 in line with our efforts to enhance our teaching quality, the growth of student enrollments and the expansion of our network and course offerings. The number of our full-time teachers and consultants decreased by 16.8% from 5,932 as of December 31, 2019 to 4,936 as of December 31, 2020, primarily due to decreases in the number of full-time study-abroad teachers and consultants as a result of the adverse impact of the COVID-19 pandemic. We intend to further improve our operating efficiency and operating leverage through increased classroom utilization and increased number of courses that each teacher instructs.

Our operating expenses consist of sales and marketing expenses, and general and administrative expenses. Historically, we incurred relatively low sales and marketing expenses primarily because we expanded student base through acquisitions of schools and relied on word-of-mouth referrals to recruit new students.

Going forward, we expect that our total costs and expenses will increase in line with the expansion of our network and education service offerings. However, this increase is likely to be partially offset by our increasing economies of scale and improved operating efficiency.

Key Components of Results of Operations

Net Revenues

Our net revenues primarily consist of revenues generated from (i) K-12 tutoring services, consisting of group class courses, personalized tutoring courses and full-time tutoring courses, and (ii) study-abroad tutoring services, consisting of study-abroad test preparation services and study-abroad consulting services. In 2018, 2019 and 2020, we derived substantially all of our net revenues from tuition that we charge our students for these services. In addition to classroom-based educational services and products, we also provide online learning platforms to accommodate our students’ individual learning habits and objectives since 2018 to complement our offline services. The net revenues generated from our various online platforms are included in the net revenues from K-12 group class courses, personalized tutoring courses and study-abroad test preparation, respectively.

In 2018, 2019 and 2020, we generated net revenues of RMB2,228.1 million, RMB3,104.0 million and RMB2,903.9 million (US$445.0 million), respectively. The following table sets forth the breakdown of our total net revenues, both in absolute amounts and as a percentage of total net revenues, for the periods indicated.

	For the Year Ended December 31,
	2018				2019				2020
	RMB		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
K-12 tutoring services:
Group class courses		817,843		36.7		1,103,607		35.6		1,153,658		176,806		39.7
Personalized tutoring courses		364,554		16.4		553,654		17.8		580,533		88,970		20.0
Full-time tutoring courses		—		—		286,593		9.2		472,082		72,350		16.3
Subtotal		1,182,397		53.1		1,943,854		62.6		2,206,273		338,126		76.0
Study-abroad tutoring services:
Study-abroad test preparation		860,687		38.6		941,537		30.4		553,647		84,850		19.1
Study-abroad consulting		185,033		8.3		218,567		7.0		143,995		22,068		4.9
Subtotal		1,045,720		46.9		1,160,104		37.4		697,642		106,918		24.0
Total net revenues		2,228,117		100.0		3,103,958		100.0		2,903,915		445,044		100.0

K-12 Tutoring Services

In 2018, 2019 and 2020, our net revenues from K-12 tutoring services were RMB1,182.4 million, RMB1,943.9 million and RMB2,206.3 million (US$338.1 million), representing 53.1%, 62.6% and 76.0% of our total net revenues, respectively. We typically collect tuition from students in advance for the classes that they purchase and record the tuition initially as deferred revenues. We recognize tuition as revenues proportionally as the tutoring services are delivered.

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For group classes, we usually offer refunds for remaining classes to students who decide to withdraw from a course. For personalized tutoring courses and full-time tutoring courses, we allow refunds for undelivered classes to students who withdraw from the courses at any time. Historically, we did not experience material refunds for our K-12 tutoring services. We estimate and record refund liabilities based on the historical refund ratio on a portfolio basis using the expected value method.

Study-abroad Tutoring Services

Our study-abroad tutoring services consist of study-abroad test preparation services and study-abroad consulting services. In 2018, 2019 and 2020, our net revenues from study-abroad tutoring services were RMB1,045.7 million, RMB1,160.1 million and RMB697.6 million (US$106.9 million), representing 46.9%, 37.4% and 24.0% of our total net revenues, respectively.

We collect tuition from students in advance for the study-abroad test preparation classes that they purchase and initially record the tuition as deferred revenues. We recognize tuition as revenue proportionally as the tutoring services are delivered. Our refund policies for study-abroad test preparation services are generally same as those for group class courses of our K-12 tutoring services. Historically, we did not experience material refunds for our study-abroad tutoring services.

We charge each student consulting fees in advance based on the scope of study-abroad consulting services requested by the student and recognize such consulting fees as revenue when the consulting services are delivered. Consistent with market practices, we offer refunds of the consulting fees, excluding a small portion to cover the costs in connection with the services we delivered, to the students who fail to gain any admission or obtain the relevant visa. Historically, we did not experience material refunds for our study-abroad consulting services. Refunds are deducted from deferred revenues or refund liabilities, under Topic 606, and have no material impact on recognized revenues.

Cost of Revenues

Our cost of revenues consists primarily of (i) teaching staff cost, primarily including salaries, bonuses, social insurance and benefits for our teaching staff, (ii) rental expenses for classroom, (iii) facility maintenance expenses for classroom, (iv) depreciation and amortization expenses associated with classroom, and (v) other expenses. Our cost of revenues accounted for 55.8%, 52.5% and 53.7%, respectively, of our net revenues in 2018, 2019 and 2020. The following table sets forth the components of cost of revenues, both in absolute amount and as a percentage of net revenues, for the periods indicated.

	For the Year Ended December 31,
	2018				2019				2020
	RMB		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Net revenues		2,228,117		100.0		3,103,958		100.0		2,903,915		445,044		100.0
Cost of revenues:
Teaching staff cost(1)		824,931		37.0		1,066,892		34.4		981,245		150,382		33.8
Rental expenses		247,534		11.1		287,385		9.3		298,212		45,703		10.3
Facility maintenance expenses		39,478		1.8		50,858		1.6		59,346		9,095		2.0
Depreciation and amortization expenses		38,235		1.7		55,589		1.8		55,607		8,522		1.9
Others		92,711		4.2		168,723		5.4		164,186		25,163		5.7
Total cost of revenues		1,242,889		55.8		1,629,447		52.5		1,558,596		238,865		53.7

(1) Includes share-based compensation expenses of RMB6.4 million, RMB4.4 million and RMB2.3 million (US$0.4 million) for the years ended December 31, 2018, 2019 and 2020, respectively.

Teaching staff cost is the largest component of our cost of revenues. We rely on our teachers to deliver educational services. Our teachers consist of both full-time teachers and part-time teachers. Compensation and benefits of our full-time teachers consist primarily of base salary, teaching fees based on hourly rates, performance-linked bonuses, as well as social insurance and benefits. Compensation of our part-time teachers is comprised of teaching fees based on hourly rates and teaching hours.

The following table sets forth the breakdown of our cost of revenues by our business segments, both in absolute amounts and as a percentage of total net revenues, for the periods indicated.

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	For the Year Ended December 31,
	2018				2019				2020
	RMB		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Net revenues		2,228,117		100.0		3,103,958		100.0		2,903,915		445,044		100.0
Cost of revenues:
K-12 tutoring services(1)		706,917		31.7		1,055,205		34.0		1,205,656		184,775		41.5
Study-abroad tutoring services(2)		535,972		24.1		574,242		18.5		352,940		54,090		12.2
Total cost of revenues		1,242,889		55.8		1,629,447		52.5		1,558,596		238,865		53.7

(1) Consists of group class courses, personalized tutoring courses and full-time tutoring courses.

(2) Consists of study-abroad test preparation services and study-abroad consulting services.

We anticipate that our total cost of revenues will continue to increase as we continue to acquire schools to expand our network and hire additional teachers.

Gross Profit

As a result of the foregoing, our gross profit was RMB985.2 million, RMB1,474.5 million and RMB1,345.3 million (US$206.2 million) and our gross margin was 44.2%, 47.5% and 46.3% in 2018, 2019 and 2020, respectively. The following table sets forth the breakdown of our gross profit by our business segments for the periods indicated.

	For the Year Ended December 31,
	2018		2019		2020
	RMB		RMB		RMB		US$
	(in thousands)
K-12 tutoring services(1)		475,480		888,649		1,000,617		153,351
Study-abroad tutoring services(1)		509,748		585,862		344,702		52,828
Gross profit		985,228		1,474,511		1,345,319		206,179

(1) Consists of group class courses, personalized tutoring courses and full-time tutoring courses.

(2) Consists of study-abroad test preparation services and study-abroad consulting services.

Operating Expenses

Our operating expenses consist of selling expenses, general and administrative expenses and impairment loss on intangible assets. The following table sets forth the components of operating expenses, in absolute amounts and as a percentage of total net revenues, for the periods indicated.

	For the Year Ended December 31,
	2018				2019				2020
	RMB		%		RMB		%		RMB		US$		%
	(in thousands, except for percentages)
Net revenues		2,228,117		100.0		3,103,958		100.0		2,903,915		445,044		100.0
Operating expenses:
Selling expenses(1)		848,088		38.1		1,083,795		34.9		1,048,521		160,693		36.1
General and administrative expenses(2)		775,883		34.8		748,259		24.1		469,163		71,902		16.2
Impairment loss on intangible assets		—		—		—		—		4,100		628		0.1
Total operating expenses		1,623,971		72.9		1,832,054		59.0		1,521,784		233,223		52.4

(1) Includes share-based compensation expenses of RMB28.8 million, RMB21.9 million and RMB13.3 million (US$2.0 million) for the years ended December 31, 2018, 2019 and 2020, respectively.

(2) Includes share-based compensation expenses of RMB339.7 million, RMB204.2 million and RMB12.4 million (US$1.9 million) for the years ended December 31, 2018, 2019 and 2020, respectively.

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Selling Expenses

Selling expenses consist primarily of (i) salaries, performance-based bonuses and employee benefits for our sales and marketing personnel, (ii) advertising and promotion expenses, (iii) office rental and general expenses associated with the sales and marketing of our business, and (iv) traveling and communication expenses associated with the sales and marketing. We expect that our selling expenses will continue to increase as we further expand into new geographic locations and enhance our brand recognition.

General and Administrative Expenses

General and administrative expenses consist primarily of (i) salaries, employee benefits and other headcount-related expenses associated with the administration of our business, (ii) office rental and facilities maintenance expenses, (iii) professional service fees, (iv) depreciation and amortization expenses associated with the office space used in our general and administrative activities, (v) traveling and communication expenses associated with office and administrative functions, and (vi) share-based compensation expenses in connection with options we granted our management staff. We expect that our general and administrative expenses will continue to increase in the near term as we hire additional personnel and incur additional costs in connection with the expansion of our business and with being a public company, including costs to enhance our internal controls.

Our operating expenses include share-based compensation charges. See “—Critical Accounting Policies and Estimates—Share-based Compensation.”

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. Our limited operating history makes it difficult to predict our future operating results. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.

	For the Year Ended December 31,
	2018			2019			2020
	RMB			RMB			RMB			US$
	(in thousands, except share and share related data)
Net revenues		2,228,117			3,103,958			2,903,915			445,044
Cost of revenues(1)		(1,242,889	)		(1,629,447	)		(1,558,596	)		(238,865	)
Gross profit		985,228			1,474,511			1,345,319			206,179
Operating expenses:
Selling expenses(1)		(848,088	)		(1,083,795	)		(1,048,521	)		(160,693	)
General and administrative expenses(1)		(775,883	)		(748,259	)		(469,163	)		(71,902	)
Impairment loss on intangible assets		—			—			(4,100	)		(628	)
Total operating expenses		(1,623,971	)		(1,832,054	)		(1,521,784	)		(233,223	)
Operating loss		(638,743	)		(357,543	)		(176,465	)		(27,044	)
Interest expense		(51,901	)		(71,099	)		(80,319	)		(12,309	)
Interest income		2,826			25,542			46,150			7,073
Foreign exchange (loss) gain		(7,621	)		243			(1,322	)		(203	)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		(131,748	)		(104,589	)		(20,917	)		(3,206	)
Loss on extinguishment of convertible notes		(900	)		—			—			—
Other income, net		—			—			78,440			12,021
Gain on disposal of subsidiaries		—			—			126,968			19,459
Loss before income taxes		(828,087	)		(507,446	)		(27,465	)		(4,209	)
Income tax expenses		(5,322	)		(12,188	)		(9,195	)		(1,409	)
Net loss		(833,409	)		(519,634	)		(36,660	)		(5,618	)
Less: Net income (loss) attributable to non-controlling interest		2			(1,101	)		(4,454	)		(683	)
Net loss attributable to ordinary shareholders of Puxin Limited		(833,411	)		(518,533	)		(32,206	)		(4,935	)

(1) Share-based compensation expenses that were allocated as follows:

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	For the Year Ended December 31,
	2018		2019		2020
	RMB		RMB		RMB		US$
	(in thousands)
Allocation of share-based compensation expenses:
Cost of revenues		6,420		4,352		2,294		352
Selling expenses		28,848		21,870		13,290		2,037
General and administrative expenses		339,689		204,218		12,439		1,906
Total		374,957		230,440		28,023		4,295

Year Ended December 31, 2020 Compared to Year Ended December 31, 2019

Net Revenues

Our net revenues decreased by 6.4% from RMB3,104.0 million in 2019 to RMB2,903.9 million (US$445.0 million) in 2020, primarily reflecting the decrease in net revenues from study-abroad tutoring services attributable to the adverse impact of COVID-19 pandemic.

• Net revenues from K-12 tutoring services increased by 13.5% from RMB1,943.9 million in 2019 to RMB2,206.3 million (US$338.1 million) in 2020 despite the significant impact of the COVID-19 pandemic. This increase was primarily due to the increase in student enrollments of our K-12 tutoring services, which was largely attributable to the organic growth of our existing schools attributable to our increased sales efforts. Our student enrollments of K-12 tutoring services increased by 30.0% from 2,799,851 in 2019 to 3,639,364 in 2020.

• Net revenues from study-abroad tutoring services decreased by 39.9% from RMB1,160.1 million in 2019 to RMB697.6 million (US$106.9 million) in 2020, primarily due to the decrease in student enrollments as a result of the adverse impact of COVID-19. Our student enrollments of study-abroad tutoring services decreased by 42.7% from 72,174 in 2019 to 41,378 in 2020.

Cost of Revenues

Our cost of revenues decreased by 4.3% from RMB1,629.4 million in 2019 to RMB1,558.6 million (US$238.9 million) in 2020 in line with the decrease in our net revenues.

• Teaching staff cost decreased by 8.0% from RMB1,066.9 million in 2019 to RMB981.2 million (US$150.4 million) in 2020, primarily due to the decrease in the number of our full-time study-abroad teachers and consultants. The number of our full-time teachers and consultants decreased from 5,932 as of December 31, 2019 to 4,936 as of December 31, 2020 as a result of the adverse impact of the COVID-19 pandemic.

• Rental expenses increased by 3.8% from RMB287.4 million in 2019 to RMB298.2 million (US$45.7 million) in 2020. Facility maintenance expenses increased by 16.7% from RMB50.9 million in 2019 to RMB59.3 million (US$9.1 million) in 2020. Depreciation and amortization expenses remained unchanged from RMB55.6 million in 2019 to RMB55.6 million (US$8.5 million) in 2020. These increases were primarily associated with the upgrading of our existing K-12 learning centers. The number of learning centers in our network decreased from 446 as of December 31, 2019 to 407 as of December 31, 2020, reflecting the combination of (i) 25 learning centers we acquired, (ii) 29 learning centers we constructed to expand the network of our existing schools, and (iii) 93 learning centers we closed during our integration process of acquired schools, some of which were combined with other learning centers to improve operational efficiency of our learning centers.

Gross Profit

As a result of the foregoing, our gross profit decreased by 8.8% from RMB1,474.5 million in 2019 to RMB1,345.3 million (US$206.2 million) in 2020. Our gross margin slightly decreased from 47.5% in 2019 to 46.3% in 2020.

Operating Expenses

Our operating expenses decreased by 16.9% from RMB1,832.1 million in 2019 to RMB1,521.8 million (US$233.2 million) in 2020, reflecting decreases in selling expenses and general and administrative expenses.

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Selling Expenses

Our selling expenses decreased by 3.3% from RMB1,083.8 million in 2019 to RMB1,048.5 million (US$160.7 million) in 2020, primarily due to decreases in salaries and employee benefits for our sales and marketing personnel, operating and rental expenses due to our cost control measures adopted to mitigate the adverse impact of the COVID-19 pandemic. These decreases were partially offset by an increase in marketing and promotion cost due to our increased investments in advertisement and promotion activities to acquire more students. As a percentage of our net revenues, selling expenses increased from 34.9% in 2019 to 36.1% in 2020.

General and Administrative Expenses

Our general and administrative expenses decreased by 37.3% from RMB748.3 million in 2019 to RMB469.2 million (US$71.9 million) in 2020, primarily due to (i) a decrease in share-based compensation expenses in connection with the options we granted our management staff, and (ii) decreases in salaries and employee benefits for our management and administration personnel and operating expenses due to our cost control measures adopted to mitigate the adverse impact of the COVID-19 pandemic. As a percentage of our net revenues, general and administrative expenses decreased from 24.1% in 2019 to 16.2% in 2020.

Operating Loss

As a result, our operating loss decreased by 50.6% from RMB357.5 million in 2019 to RMB176.5 million (US$27.0 million) in 2020. Our operating margin was (11.5)% and (6.1)% in 2019 and 2020, respectively.

Interest Expense

Interest expenses increased by 13.0% from RMB71.1 million in 2019 to RMB80.3 million (US$12.3 million) in 2020, primarily due to increases in bank borrowings and loans payable to third parties.

Interest Income

Our interest income increased by 80.7% from RMB25.5 million in 2019 to RMB46.2 million (US$7.1 million) in 2020, primarily due to an increase in interest income from our loans to American Hebrew Academy, Inc.

Foreign Exchange (Loss)/Gain

In 2020, we recorded a foreign exchange loss of RMB1.3 million (US$0.2 million) compared to a foreign exchange gain of RMB0.2 million recorded in 2019. The foreign exchange loss was primarily due to the depreciation of the U.S. dollar to Renminbi.

Loss on Changes in Fair Value of Convertible Notes, Derivative Liabilities and Warrants

Loss on changes in fair value of convertible notes, derivative liabilities and warrants decreased to RMB20.9 million (US$3.2 million) in 2020 from RMB104.6 million in 2019.

Income Tax Expense

Our income tax expense decreased from RMB12.2 million in 2019 to RMB9.2 million (US$1.4 million) in 2020.

Net Loss

As a result of foregoing, we had net loss of RMB519.6 million and RMB36.7 million (US$5.6 million) in 2019 and 2020, respectively.

Year Ended December 31, 2019 Compared to Year Ended December 31, 2018

Net Revenues

Our net revenues increased by 39.3% from RMB2,228.1 million in 2018 to RMB3,104.0 million in 2019, primarily reflecting increases in student enrollments. Student enrollments increased by 55.6% from 1,846,349 in 2018 to 2,872,025 in 2019.

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• Net revenues from K-12 tutoring services increased by 64.4% from RMB1,182.4 million in 2018 to RMB1,943.9 million in 2019. This increase was primarily due to the increase in student enrollments of our K-12 tutoring services, which was largely attributable to (i) the schools we acquired in 2019, including the schools offering full-time tutoring courses, which increased our overall student base and service capacity, and (ii) the organic growth of our existing schools attributable to improved operational efficiency. Our student enrollments of K-12 tutoring services increased by 58.6% from 1,765,684 in 2018 to 2,799,851 in 2019.

• Net revenues from study-abroad tutoring services increased by 10.9% from RMB1,045.7 million in 2018 to RMB1,160.1 million in 2019, primarily due to the increase in student enrollments of personalized test preparation courses which usually have higher course fees compared to group class courses. Our student enrollments of study-abroad tutoring services decreased by 10.5% from 80,665 in 2018 to 72,174 in 2019. This decrease was because, in 2019, we started to count student enrollments of online foreign teacher classes based on the learning centers which recruited the students and therefore a portion of student enrollments were classified into K-12 tutoring service.

Cost of Revenues

Our cost of revenues increased by 31.1% from RMB1,242.9 million in 2018 to RMB1,629.4 million in 2019, primarily due to the increases in our teaching staff cost, rental expenses, depreciation and amortization expenses and facility maintenance expenses.

• Teaching staff cost increased by 29.3% from RMB824.9 million in 2018 to RMB1,066.9 million in 2019. This increase was primarily due to the growth of the number of our full-time teachers and consultants as we continued to attract new and retain our existing teaching staff and acquired new K-12 tutoring schools in 2019. The number of our full-time teachers and consultants increased from 4,592 as of December 31, 2018 to 5,932 as of December 31, 2019.

• Rental expenses increased by 16.1% from RMB247.5 million in 2018 to RMB287.4 million in 2019. Depreciation and amortization expenses increased by 45.4% from RMB38.2 million in 2018 to RMB55.6 million in 2019. Facility maintenance expenses increased by 28.8% from RMB39.5 million in 2018 to RMB50.9 million in 2019. These increases were primarily associated with the upgrading of our existing learning centers and new learning centers we acquired to expand our network. The number of learning centers in our network increased from 386 as of December 31, 2018 to 446 as of December 31, 2019, reflecting the combination of (i) 41 learning centers we acquired, (ii) 94 learning centers we constructed to expand the network of our existing schools, and (iii) 75 learning centers we closed during our integration process of acquired schools, some of which were combined with other learning centers to improve operational efficiency of our learning centers.

Gross Profit

Our gross profit increased by 49.7% from RMB985.2 million in 2018 to RMB1,474.5 million in 2019.

Our gross margin increased from 44.2% in 2018 to 47.5% in 2019, reflecting an increase in the gross margin of K-12 tutoring services from 40.2% in 2018 to 45.7% in 2019 and an increase in the gross margin of study-abroad tutoring services from 48.7% in 2018 to 50.5% in 2019. These increases were primarily due to our improved operational efficiency.

Operating Expenses

Our operating expenses increased by 12.8% from RMB1,624.0 million in 2018 to RMB1,832.1 million in 2019.

Selling Expenses

Our selling expenses increased by 27.8% from RMB848.1 million in 2018 to RMB1,083.8 million in 2019, primarily due to (i) an increase in salaries and employee benefits for our sales and marketing personnel, attributable to increased performance-based salaries for our sales and marketing team, and (ii) an increase in advertising and promotion expenses of our schools in line with our overall business growth. As a percentage of our net revenues, selling expenses decreased from 38.1% in 2018 to 34.9% in 2019.

General and Administrative Expenses

Our general and administrative expenses decreased by 3.6% from RMB775.9 million in 2018 to RMB748.3 million in 2019, primarily due to a decrease in share-based compensation expenses relating to the options we granted our management staff in the first quarter of 2019, which was partially offset by (i) an increase in salaries and employee benefits for administrative staff, reflecting the increased headcount as a result of the increase of our learning centers, and (ii) an increase in facilities maintenance expenses attributable to our increased learning centers. As a percentage of our net revenues, general and administrative expenses decreased from 34.8% in 2018 to 24.1% in 2019.

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Operating Loss

As a result, our operating loss decreased by 44.0% from RMB638.7 million in 2018 to RMB357.5 million in 2019. Our operating margin was (28.7)% and (11.5)% in 2018 and 2019, respectively.

Interest Expense

Interest expenses increased by 37.0% from RMB51.9 million in 2018 to RMB71.1 million in 2019, primarily due to the increase in loans from third parties and bank borrowings.

Interest Income

Our interest income increased significantly from RMB2.8 million in 2018 to RMB25.5 million in 2019, primarily due to (i) the interest income from our loans to American Hebrew Academy, Inc., and (ii) an increase in interest income from our short-term deposits with banks.

Foreign Exchange Loss/(Gain)

We incurred foreign exchange loss or gain caused by the changes in foreign exchange rates. In 2019, we recorded a foreign exchange gain of RMB0.2 million. In 2018, we recorded a foreign exchange loss of RMB7.6 million.

Loss on Changes in Fair Value of Convertible Notes, Derivative Liabilities and Warrants

In 2019, we incurred a loss of RMB104.6 million in 2019 due to changes in fair value of the derivative liabilities in connection with the convertible note we issued to CICC ALPHA Eagle Investment Limited, in September 2017.

In 2018, we incurred a loss of RMB131.7 million in 2018 due to changes in fair value of convertible notes, derivative liabilities and warrants in connection with (i) the convertible debt arrangement we entered into with Huazhong in June 2017, (ii) the convertible note we issued to Haitong in August 2017, and (iii) the convertible note we issued to CICC ALPHA Eagle Investment Limited, or CICC ALPHA, in September 2017, before the conversion rights under these securities were exercised or waived.

Income Tax Expense

Our income tax expense increased from RMB5.3 million in 2018 to RMB12.2 million in 2019, primarily due to the increase in our taxable income for certain profit-making schools, which were subject to enterprise income tax in China.

Net Loss

As a result of foregoing, we had net loss of RMB833.4 million and RMB519.6 million in 2018 and 2019, respectively.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with U.S. GAAP, which requires our management to make judgment, estimates and assumptions. We continually evaluate these judgments, estimates and assumptions based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and various assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements. You should read the following description of critical accounting policies, judgments and estimates in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this annual report.

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Revenue Recognition

We provide K-12 tutoring services, study-abroad test preparation services and study-abroad consulting services to students.

On January 1, 2018, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) applying the modified retrospective method to all contracts that were not completed as of January 1, 2018. Under Topic 606, revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.

Our revenues represent amounts received for services provided in the normal course of our business, net of discounts and value added tax and surcharges. The primary sources of our revenues are as follows:

K-12 Tutoring Services

We provide various types of after-school tutoring services to help students ranging from ages three to eighteen to improve their academic performance and enroll in their desired schools and universities. Our after-school tutoring services primarily consist of after-school group class courses, personalized tutoring courses and full-time tutoring courses. The K-12 tutoring services are accounted for as a single performance obligation. Tuition fees are generally collected in advance and are initially recorded as deferred revenue. Such deferred revenue is recognized as revenue proportionally as the tutoring sessions are delivered. We usually provide tuition refunds to students if they decide to withdraw from the courses within a trial period. For some K-12 courses, we also offer refunds for the remaining classes to students who withdraw from the courses. The refund is equal to the amount related to the undelivered classes. We determine the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method.

Study-abroad Test Preparation Services

We provide study-abroad test preparation services to help students prepare for admission tests for high schools, universities and graduate programs primarily in English-speaking countries. Tutoring fees are collected in advance and are initially recorded as deferred revenue which is recognized proportionately as the tutoring sessions are delivered. We provide students with trial classes for the courses that they subscribe and tuition fees are refundable in the full amount if a student decides to withdraw from the course within the trial classes. For some study-abroad test preparation courses, we offer refunds for any remaining classes to students who withdraw from the courses. The study-abroad test preparation services are accounted for as a single performance obligation.

Study-abroad Consulting Services

We provide study-abroad consulting services to offer quality advisory guidance for students who intend to study abroad. We charge each student upfront prepaid consulting service fees based on the scope of consulting services requested by the student and recognize revenue as the services are delivered. A portion of the prepaid services fees are refundable if a student does not successfully gain any admission, which are accounted for as variable consideration under Topic 606. The study-abroad consulting services are accounted for as a single performance obligation. We estimate the variable consideration to be earned and recognize revenues over the service period.

Remaining performance obligation represents the transaction price under the contracts of study-abroad consulting services for which services have not been fully performed. As of December 31, 2020, the aggregate amount of the transaction price allocated for the remaining performance obligations was RMB125.6 million. We expect to recognize revenues of RMB100.5 million and RMB19.7 million on the remaining performance obligations over the period in the next 12 and 24 months, respectively, with the remainder of RMB5.4 million to be recognized thereafter.

The contract liability consists of deferred revenue and refund liability.

Arrangements with Multiple Performance Obligations

Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers.

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Consolidation of Variable Interest Entity

Our consolidated financial statements include the financial statements of Puxin Limited, its subsidiaries, its VIE and the VIE’s subsidiaries. All profits, transactions and balances among Puxin Limited, its subsidiaries, its VIE and the VIE’s subsidiaries and schools have been eliminated upon consolidation.

Purong Beijing, our wholly-owned PRC subsidiary, holds the power to direct the activities of Puxin Education and its subsidiaries that most significantly affect our economic performance and bears the economic risks and receives the economic benefits of Puxin Education and its subsidiaries through a series of contractual agreements with Puxin Education and/or its nominee shareholders, including:

• exclusive management services and business cooperation agreement;

• equity pledge agreement;

• exclusive call option agreement;

• powers of attorney;

• loan agreements;

• spousal consent letters; and

• letters of commitment.

Based on the advice of our PRC legal counsel, we believe above-mentioned contractual agreements are currently legally enforceable under PRC law and regulations.

As a result of these contractual arrangements, we believe we are entitled to direct the activities that most significantly affect the economic performance of Puxin Education, and receive the economic benefits of Puxin Education. In making the conclusion that we are the primary beneficiary of Puxin Education, we believe our rights under the exclusive call option agreements and powers of attorney have reinforced our abilities to direct the activities most significantly impacting Puxin Education’s economic performance. We also believe that this ability to exercise control ensures that Puxin Education would continue to execute and renew service agreements and pay service fees to us. By charging service fees, and by ensuring that service agreements are executed and renewed indefinitely, we have the rights to receive substantially all of the economic benefits from Puxin Education. Accordingly, as the primary beneficiary of Puxin Education and in accordance with U.S. GAAP, we consolidate its financial results and assets and liabilities in our consolidated financial statements.

As advised by our PRC legal counsel, our corporate structure in China complies with all existing PRC laws and regulations. However, our PRC legal counsel has also advised us that as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, and we cannot assure you that the PRC government would agree that our corporate structure or any of the above-mentioned contractual arrangements comply with current or future PRC laws or regulations. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities may have broad discretion in interpreting these laws and regulations.

Business Combinations

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair value as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows.

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Goodwill is not subject to amortization, but is tested for impairment on an annual basis at the end of the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, we first perform a qualitative assessment to determine whether further impairment testing is necessary. If the qualitative assessment above indicates that it is more likely than not that the fair value of our reporting unit is less than its carrying value, a quantitative impairment test shall be used to compare the fair value to the carrying value. An impairment charge is recorded if the carrying value exceeds the fair value.

We performed goodwill impairment analysis as of December 31, 2020. When determining the fair value of reporting units, including K-12 tutoring services and study-abroad tutoring services, we used a discounted cash flow model that included a number of significant unobservable inputs. Key assumptions used to determine the estimated fair value of a reporting unit include: (i) internal cash flow forecasts including expected revenue growth, operating margins and estimated capital needs, (ii) an estimated terminal value using a terminal year long-term future growth rate determined based on the growth prospects of the reporting unit, and (iii) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant risks associated with the reporting unit’s operations and the uncertainty inherent in the our internally developed forecasts.

Based on the results of our annual goodwill impairment tests, as of testing date, the fair value of our reporting unites, namely K-12 tutoring services and study abroad tutoring services, exceeded their respective carrying value and no impairment was identified for all the periods presented.

Acquired intangible assets other than goodwill consist of (i) student base, (ii) trademarks, (iii) relationship with partnership schools, and (iv) franchise agreements, which are carried at cost, less accumulated amortization and impairment.

We have determined that certain trademarks do not have determinable useful lives. Consequently, the carrying amounts of trademarks are not amortized but are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Such impairment test consists of a comparison of the fair value of the trademarks with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trademarks exceed their fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. The impairment loss on acquired intangible assets was nil, nil and RMB4.1 million (US$0.6 million) for the years ended December 31, 2018, 2019 and 2020, respectively.

Leases

We lease properties for our offices and schools in different cities in the PRC under operating leases. We determine whether an arrangement constitutes a lease and record lease liabilities and right-of-use assets on our consolidated balance sheets at the lease commencement. We measure our lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate we would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. We estimate our incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to its own. We measure right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. We begin recognizing rent expense when the lessor makes the underlying asset available to us. Our leases have remaining lease terms of up to ten years. After considering the factors that create an economic incentive, we did not include renewal option periods in the lease term for which it is not reasonably certain to exercise.

Income Taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

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Share-based Compensation

We measure the cost of employee share options based on the grant date fair value of the award and recognizes compensation cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options, we recognize the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date. We elect to recognize forfeitures when they occur.

The following table sets forth certain information regarding the share options granted to our employees at different dates in 2018, 2019 and 2020:

Grant Date	Number of Options Granted		Weighted Average Exercise Price per Option		Weighted Average Fair Value per Option at the Grant Dates		Intrinsic Value per Option at the Grant Dates		Type of Valuation
			(RMB)		(RMB)		(RMB)
March 31, 2018		16,400,000		48.780		24.200		0.885		Retrospective
March 6, 2019		8,879,986		0.01		20.560		20.560		Retrospective

The valuation was performed retrospective valuations instead of contemporaneous valuations because, at the time of the valuation dates, the financial and limited human resources were principally focused on business development efforts. This approach is consistent with the guidance prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid.

In determining the value of share options, we have used the binomial option pricing model, with assistance from an independent third-party valuation firm. Under this option pricing model, certain assumptions, including the risk-free interest rate, the expected dividends on the underlying ordinary shares, and the expected volatility of the price of the underlying shares for the contractual term of the options are required in order to determine the fair value of our options.

The fair value of an option award is estimated on the date of grant using the binomial option pricing model that uses the following assumptions:

	Grant Date
	2018			2019
Risk-free rate of interest(1)		3.40	%		2.51	%
Volatility(2)		46	%		55	%
Dividend yield(3)		—			—
Exercise multiples(4)		2.2-2.8			2.8
Life of options (years)(5)		7.0			7.0
Fair value of underlying ordinary shares		49.67			20.57

(1) We estimate risk-free interest rate based on the daily treasury long term rate of U.S. Department of the Treasury with a maturity period close to the expected term of the options, plus the country default spread of China.

(2) We estimated expected volatility based on the annualized standard deviation of the daily return embedded in historical share prices of comparable companies with a time horizon close to the expected expiry of the term.

(3) We have never declared or paid any cash dividends on our capital stock, and we do not anticipate any dividend payments on our ordinary shares in the foreseeable future.

(4) The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price as at the time when employees would decide to voluntarily exercise their vested options. As we did not have sufficient information of past employee exercise history, it was estimated by referencing to a widely-accepted academic research publication.

(5) Extracted from option agreements.

Fair Value of Derivative Liabilities

We measured our financial assets and liabilities, including cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties, bank borrowings, loans payable to third parties, promissory notes and derivative liabilities at fair value on a recurring basis as of December 31, 2019 and 2020. Cash and cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy because they are valued based on the quoted market price in an active market. We determine the fair value of derivative liabilities with the assistance of an independent third-party appraiser, based on Level 3 inputs. To determine the fair value of derivative liabilities, we used binomial model. The key assumptions used in valuation of derivative liabilities are summarized in the table below:

	2019	2020
Exit period	December 31, 2019 – December 31, 2020	December 31, 2019 – June 30, 2020
Volatility	77%	92%

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Recent Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in note 2 to our audited consolidated financial statements included elsewhere in this annual report.

B. Liquidity and Capital Resources

To date, our principal sources of liquidity have been cash generated from operations, loans and borrowings from third parties and banks, proceeds from the issuance of our equity and equity-lined securities and the issuance of notes to certain investors.

As of December 31, 2020, we had RMB48.5 million (US$7.4 million) in cash and cash equivalents and RMB514.5 million (US$78.9 million) in the current portion of restricted cash. The current portion of restricted cash consisted primarily of deposits with Chinese commercial banks as collateral for our bank borrowings within one-year term.

As of December 31, 2020, we had bank borrowings of RMB585.0 million (US$89.7 million) and loans payable to third parties of RMB423.7 million (US$64.9 million). Among the loans payable to third parties, RMB86.6 million (US$13.3 million) was the total balance amount under the directed financing schemes that are secured debt issued by Puxin Education and registered with competent financial asset exchanges in China. In 2020, Puxin Education issued such secured debt under the directed financing schemes in an aggregate amount RMB106.1 million (US$16.3 million). The directed financing schemes issued 2020 had an annual interest rate ranging from 7.0% to 9.2% with a term within 12 months. Mr. Yunlong Sha and his spouse, Ms. Wenjing Song and Shanghai Global Career Education & Technology Holdings Limited provide joint guarantees for the respective directed financing schemes and the future cash flows from tuition fees of certain schools are pledged for the repayments under these directed financing schemes. As of December 31, 2020, we had a promissory note in a principal amount of RMB163.1 million (US$25 million) as we and Haitong entered into an agreement to amend certain terms of the US$25 million promissory note that we originally issued in August 2017 to Haitong. Pursuant to the amended promissory note, the outstanding principal amount will become due on August 4, 2021, bearing a simple annual interest rate of 10% for the extended period of the original promissory note.

In February and March 2021, we entered into convertible note purchase agreements with a group of investors for a total of US$89 million in convertible notes. The convertible notes will mature in five years, bearing interest at the rate of 3% per annum from the respective issuance date which shall be payable semiannually in arrears in cash. At any time after the issuance, each note is convertible into our ordinary shares at the holder’s option at a conversion price of US$8.0 per ADS, or US$4.0 per ordinary share, subject to customary anti-dilution adjustments. Unless previously redeemed or converted, we shall redeem the notes on the maturity date at 100% of the then outstanding principal amount plus all accrued but unpaid interest. In addition, if any portion of the outstanding principal amount of the notes has not been converted into our ordinary shares by the third anniversary of the note issuance date, the holder have the right to require us to redeem, in whole or in part, the outstanding principal amount of the note at 100% of the principal amount plus all accrued but unpaid interest.

In April 2021, Purong Beijing and Mr. Yunlong Sha entered into a credit agreement with a third party, which provides a credit facility of RMB200 million to Purong Beijing. Purong Beijing, with an advance notice, can draw down amounts within the credit facility. Purong Beijing’s repayment obligations under the credit agreement are guaranteed by Mr. Yunlong Sha.

We believe that our current cash and cash equivalents and anticipated cash flows from operating and financing activities will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.

We intend to finance our future working capital requirements and capital expenditures from cash generated from financing activities. We may, however, require additional cash resources due to changing business conditions or other future developments, including acquisitions or investments we may decide to selectively pursue. If our existing cash resources are insufficient to meet our requirements, we may seek to issue equity or debt securities or obtain credit facilities. The issue of additional equity securities, including convertible debt securities, would result in further dilution to our shareholders. The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that would restrict our operations.

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The following table sets forth a summary of our cash flows for the periods indicated:

	For the Year Ended December 31,
	2018			2019			2020
	RMB			RMB			RMB			US$
	(in thousands)
Net cash (used in)/generated from operating activities		(92,905	)		24,684			(203,330	)		(31,161	)
Net cash used in investing activities		(156,917	)		(411,309	)		(84,316	)		(12,922	)
Net cash generated from financing activities		831,506			204,246			256,246			39,270
Net increase/(decrease) in cash and cash equivalents, and restricted cash		629,815			(175,947	)		(54,223	)		(8,311	)
Cash and cash equivalents, and restricted cash at beginning of the year		189,162			818,977			643,030			98,549
Cash and cash equivalents, and restricted cash at end of the year		818,977			643,030			588,807			90,238

Operating Activities

We had net cash used in operating activities of RMB203.3 million (US$31.2 million) in 2020, primarily due to (i) a net loss of RMB36.7 million (US$5.6 million), (ii) a decrease in deferred revenue of RMB183.4 million (US$28.1 million) primarily due to a decrease in tuition fees we received attributable to the adverse impact of the COVID-19 pandemic, and (iii) a decrease in accrued expenses and other current liability of RMB39.9 million (US$6.1 million) primarily due to a decrease in salaries payable to employees. This was positively adjusted for certain non-cash expenses consisting primarily of (i) depreciation of property, plant and equipment of RMB80.3 million (US$12.3 million), (ii) amortization of intangible assets of RMB34.3 million (US$5.3 million), and (iii) share-based compensation of RMB28.0 million (US$4.3 million) and was negatively adjusted for gain on disposal of subsidiaries of RMB127.0 million (US$19.5 million).

We had net cash generated from operating activities of RMB24.7 million (US$3.5 million) in 2019, primarily attributable to an increase in accrued expenses and other current liabilities of RMB138.2 million (US$19.8 million) reflecting increased salary and welfare payable. This was positively adjusted for certain non-cash expenses consisting primarily of the share-based compensation of RMB230.4 million (US$33.1 million), loss on change in fair value of convertible notes, derivatives and warrants of RMB104.6 million (US$15.0 million), and depreciation and amortization of RMB112.8 million (US$16.2 million).

We had net cash used in operating activities of RMB92.9 million in 2018, primarily attributable to (i) the net loss of RMB833.4 million, (ii) an increase in prepaid expenses and other current assets of RMB48.8 million, and (iii) a decrease in deferred revenue of RMB32.1 million primarily attributable to the prohibition on collecting prepaid tuition fees for more than three months by regulations promulgated by the PRC government. This was positively adjusted for (i) certain non-cash expenses consisting primarily of the share-based compensation of RMB375.0 million and loss on change in fair value of convertible notes, derivative liabilities and warrants of RMB131.7 million, and (ii) an increase in the amount due to related parties of RMB230.7 million.

Investing Activities

Net cash used in investing activities amounted to RMB84.3 million (US$12.9 million) in 2020, primarily attributable to (i) property refurbishment and purchase of teaching equipment in the amount of RMB71.0 million (US$10.9 million) to support our business growth, and (ii) an additional principal amount of the loans of US$4.3 million that we extended to American Hebrew Academy, Inc., or AHA. Our loans to AHA bear an interest rate of 18% per annum and will become due on September 6, 2021.

Net cash used in investing activities amounted to RMB411.3 million (US$59.1 million) in 2019, primarily attributable to (i) payments for the schools and businesses we acquired in the amount of RMB104.5 million (US$15.0 million), (ii) loans that we extended to AHA, in an aggregate amount of RMB191.2 million (US$27.5 million), and (iii) property refurbishment and purchase of teaching equipment in the amount of RMB115.5 million (US$16.6 million) to support our business growth.

Net cash used in investing activities amounted to RMB156.9 million in 2018, primarily attributable to (i) installment payments for the schools and businesses we acquired in current and prior years in the amount of RMB73.2 million, and (ii) property refurbishment and purchase of teaching equipment in the amount of RMB83.7 million to support our business growth.

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Financing Activities

Net cash generated from financing activities amounted to RMB256.2 million (US$39.3 million) in 2020, attributable to loans from third parties and related parties and borrowings from banks, which were partially offset by repayments to third parties and related parties and repayments of bank borrowings.

Net cash generated from financing activities amounted to RMB204.2 million (US$29.3 million) in 2019, attributable to loans from third parties and borrowings from banks, which were partially offset by repayments to third parties and repayments of bank borrowings and promissory notes.

Net cash generated from financing activities amounted to RMB831.5 million in 2018, attributable to (i) proceeds from IPO, (ii) proceeds from promissory notes we issued to Jiangyin Huazhong Investment Management Co., Ltd. which provided us with credit facilities, (iii) loans from third parties and (iv) borrowings from banks.

Capital Expenditures

Our capital expenditures are incurred primarily in connection with renovation of facilities, purchase of educational equipment and investment in IT infrastructures. Our capital expenditures were RMB83.7 million in 2018, RMB115.5 million in 2019 and RMB71.0 million (US$10.9 million) in 2020.

Holding Company Structure

Puxin Limited is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries (Purong Beijing and Beijing Global Education & Technology Co., Ltd.), our consolidated VIE (Puxin Education) and its subsidiaries in China. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries and fees paid by our VIE to Purong Beijing. If our subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

In addition, our subsidiaries in China are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or PRC GAAP. Under PRC law, each of our PRC subsidiaries, our VIE and its subsidiaries which is not a private school is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory surplus reserve until such reserve reaches 50% of its registered capital and to further set aside a portion of its after-tax profit to fund the reserve fund at the discretion of our board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. In addition, prior to the effectiveness of the Amended Private Education Law, at the end of each fiscal year, each of our private schools in China was required to allocate a certain amount out of its annual net income, if any, to its development fund for the construction or maintenance of the school or procurement or upgrade of educational equipment. For our schools which have elected to require reasonable returns, this amount shall be no less than 25% of the annual net income of the school, and for our schools which have elected not to require reasonable returns, this amount shall be equivalent to no less than 25% of the annual increase in the net assets of the school, if any. When our schools are registered as for-profit private schools pursuant to the Amended Private Education Law, each of such schools may be required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. And according to the Implementation Rules for Approval, each of our for-profit private schools is required to set aside no less than 25% of its annual net income to its development fund reserve. Our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

As an offshore holding company, we are permitted under PRC laws and regulations to provide funding from the proceeds of our offshore fund raising activities to our PRC subsidiaries only through loans or capital contributions, and to our VIE only through loans, in each case subject to the satisfaction of the applicable government registration and approval or filing requirements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from using the proceeds of our offshore financing activities to make loans or additional capital contributions to our PRC subsidiaries, our VIE and its subsidiaries, which could harm our liquidity and our ability to fund and expand our business.” As a result, there is uncertainty with respect to our ability to provide prompt financial support to our PRC subsidiaries and consolidated VIE when needed. Notwithstanding the forgoing, our PRC subsidiaries may use its own retained earnings (rather than Renminbi converted from foreign currency denominated capital) to provide financial support to our VIE either through entrustment loans from our PRC subsidiaries to our consolidated VIE or direct loans to the VIE’s nominee shareholders, which would be contributed to the VIE as capital injections. Such direct loans to the nominee shareholders would be eliminated in our consolidated financial statements against the VIE’s share capital.

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C. Research and Development

See “Item 4. Information of the Company—B. Business Overview—Course Material Development.”

D. Trend Information

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since January 1, 2021 for the fiscal year of 2021 that are reasonably likely to have a material effect on our revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E. Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

F. Tabular Disclosure of Contractual Obligations

We lease certain offices and schools under non-cancelable operating leases that expire at various dates. In 2019 and 2020, we incurred rental expenses for all operating leases amounted to RMB378.7 million and RMB389.2 million (US$59.6 million), respectively. The following table sets forth our future minimum payments under non-cancelable operating leases related to offices and schools as of December 31, 2020.

	Payment Due by Period
	Total		Less than One Year		One to Three Years		Three to Five Years		More than Five Years
	(RMB in millions)
Operating lease commitments(1)		1,091.5		329.7		424.9		204.8		132.1

G. Safe Harbor

See “Forward-Looking Statements.”

(1) Represents minimum payments under non-cancelable operating leases related to offices and schools.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth the name, age and position of each of our directors and executive officers as of March 31, 2021.

Name	Age	Position/Title
Yunlong Sha	45	Founder, Chairman, Chief Executive Officer
Peng Wang	44	Chief Financial Officer
Ming Hu	49	Independent Director
Neng Wang	48	Independent Director
Yonghong Fan	53	Independent Director

Mr. Yunlong Sha is the founder of our company and has served as chairman of our board and our chief executive officer since 2014. Prior to starting our business in 2014, Mr. Sha served as senior vice president and held various managerial positions at New Oriental Education & Technology Group Inc. from 2001 to 2014. Mr. Sha received his EMBA degree from Cheung Kong Graduate School of Business and bachelor’s degree in law from Renmin University of China.

Mr. Peng Wang has served as our chief financial officer since 2017. Mr. Wang joined us in 2017. Mr. Wang previously served as senior vice president at China Hi-Tech Group Co., Ltd. from October 2016 to October 2017 and served as principal of a school under New Oriental Education & Technology Group Inc. from March 2010 to October 2016. Mr. Wang received his doctor’s degree in economics from Renmin University of China.

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Ms. Ming Hu has served as our director since 2015 and served as our independent director since June 2018. Ms. Hu also has served as director of CITIC Publishing Group Corporation since September 2016. Ms. Hu previously held various managerial positions at Huayi Brothers Media Corporation from May 2005 to February 2016. Ms. Hu received her master’s degree from the University of International Business and Economics.

Mr. Neng Wang has served as our independent director since February 2019. Dr. Wang currently serves as Chong Khoon Lin Professor of Real Estate and Finance at Columbia Business School. Dr. Wang is also the Honorary Dean and Academic Director of the School of Finance, Shanghai University of Finance and Economics (SUFE), and a Research Associate at the National Bureau of Economic Research (NBER). Prior to joining Columbia University, Dr. Wang taught at the Simon School of Business, University of Rochester and was a visiting professor at Kellogg School of Management, Northwestern University. He was also a special-term professor at Cheung Kong Graduate School of Business (CKGSB), Guanghua School of Management at Peking University, Shanghai Advanced Institute of Finance (SAIF) at Shanghai Jiaotong University (SJTU), and the School of Economics, Zhejiang University. Dr. Wang is also serving as an independent director of LexinFintech Holdings Ltd. (NASDAQ:LX), a leading online consumer finance platform in China. Dr. Wang received B.S. in Physical Chemistry from Nanjing University, China in 1992, M.S. in Chemistry from California Institute of Technology (Caltech) in 1995, M.A. in International Relations and Pacific Studies from University of California, San Diego (UCSD) in 1997, and Ph.D. in Finance from the Graduate School of Business at Stanford University in 2002.

Mr. Yonghong Fan has served as our independent director since June 2020. Mr. Fan currently serves as general manager at Hongshi Capital Management Co., Ltd. He previously held various management positions at China Construction Bank Corporation and Huaxia Securities Co., Ltd. from 1988 to 1998. Mr. Fan served as general manager of China Asset Management Co., Ltd. and then chairman of the board of China Asset (Hong Kong) Co., Ltd. from 1998 to 2013. Mr. Fan served as chief investment officer of China Life Asset Management Company Limited from December 2013 to April 2015. Mr. Fan also serves as an independent director of China Feihe Limited, listed on the Hong Kong Stock Exchange (HKEX:6186). In July 1998, Mr. Fan obtained a doctor’s degree in Economics from the Postgraduate Department of Institute of Fiscal Finance under the Ministry of Finance, renamed as the Chinese Academy of Fiscal Sciences in 2016.

B. Compensation

In 2020, the aggregate cash compensation and benefits that we paid to our directors and executive officers was approximately US$92,800. No pension, retirement or similar benefits have been set aside or accrued for our executive officers or directors. We have no service contracts with any of our directors providing for benefits upon termination of employment.

Employment Agreements and Indemnification Agreements

We have entered into an employment agreement with each of our executive officers. Each of our executive officers is employed for a specified time period, which will be automatically extended unless either we or the executive officer gives a 30-day prior written notice to terminate such employment. We may terminate the executive officer’s employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.

Each executive officer has agreed not to disclose, use, transfer or sell, except in the course of employment with our company and for the purpose of carrying out his or her duties as an officer of our company, any of our confidential information or proprietary data so long as such information or proprietary data remains confidential and has not been disclosed or is not otherwise in the public domain. Each officer has agreed that we shall own all the intellectual property developed by such officer during his or her employment. 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 two years following the last date of employment.

We have entered into indemnification agreements with our directors and executive officers, pursuant to which we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

Share Incentive Plans

2018 Great Talent Share Incentive Plan

In December 2014, Puxin Education adopted its 2014 Great Talent Share Incentive Plan. We refer this plan as the Original Plan. Under the Original Plan, the maximum aggregate number of shares of Puxin Education that may be issued will not exceed 158,400,000. The term of the options will not exceed seven years from the date of the grant. We granted 142,783,400 options to purchase Puxin Education’s equity interest from 2015 to 2017. In March 2018, we adopted Puxin Limited 2018 Great Talent Share Incentive Plan to replace the Original Plan. The maximum aggregate number of ordinary shares that may be issued under the 2018 Great Talent Share Incentive Plan is 6,592,538 ordinary shares of Puxin Limited. As of December 31, 2020, there were 5,542,366 options outstanding which entitle their holders to purchase 5,542,366 ordinary shares of Puxin Limited under this plan.

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The following paragraphs summarize the terms of the 2018 Great Talent Share Incentive Plan.

Types of Awards. The 2018 Great Talent Share Incentive Plan permits the awards of options, restricted shares, restricted share units, share appreciation rights, rights to dividends, dividend equivalent right and other rights or benefits under the 2018 Great Talent Share Incentive Plan.

Plan Administration. Before the initial public offering, the 2018 Great Talent Share Incentive Plan was administered by the board of directors. After the initial public offering, a committee formed in accordance with applicable stock exchange rules shall administer the 2018 Great Talent Share Incentive Plan, unless otherwise determined by the board of directors.

Conditions of Award. The board of directors or the committee designated by the board of directors to administer the 2018 Great Talent Share Incentive Plan, as the administrator, shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, cancellation, forfeiture or suspension of awards.

Term of Award. The term of each award shall be fixed by the committee and is stated in the award agreement between recipient of an award and us. No award shall be granted under this 2018 Great Talent Plan after the seventh anniversary of the effective date of the Original Plan.

Transfer Restrictions. Unless otherwise determined by the administrator of the 2018 Great Talent Share Incentive Plan, no award and no right under any such award, shall be assignable, alienable, saleable or transferable by the employee otherwise than by will or by the laws of descent and distribution unless, if so determined by the administrator of the 2018 Great Talent Share Incentive Plan, the recipient of an award may, in the manner established by such administrator, designate a beneficiary or beneficiaries to exercise his or her rights, and to receive any property distributable, with respect to any award upon the death of the recipient.

2018 Grand Talent Share Incentive Plan and 2019 Noble Talent Share Incentive Plan

Our board of directors adopted the 2018 Grand Talent Share Incentive Plan in February 2018 and adopted the 2019 Noble Talent Share Incentive Plan in March 2019. The purpose of these two plans is to enhance our ability to attract and retain highly qualified officers, directors, key employees and other persons, and to motivate such persons to serve us and our affiliates and to expend maximum effort to improve our business results and earnings, by providing such persons an opportunity to acquire or increase a direct interest in our operations and future success.

The maximum aggregate number of ordinary shares that may be issued under the 2018 Grand Talent Share Incentive Plan is 16,400,000. On March 31, 2018, we granted options to purchase a total of 16,400,000 ordinary shares to our employees. The maximum aggregate number of ordinary shares that may be issued under the 2019 Noble Talent Share Incentive Plan is 8,879,986. On March 6, 2019, we granted options to purchase a total of 8,879,986 ordinary shares to our employees.

The following paragraphs summarize the terms of the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan.

Eligibility. Our employees and consultants are eligible to participate in the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan.

Types of Awards. The 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan permit the awards of options, restricted shares, restricted share units, share appreciation rights, rights to dividends, dividend equivalent right and other rights or benefits.

Plan Administration. Before the initial public offering, the 2018 Grand Talent Share Incentive Plan was administered by the board of directors. After the initial public offering, a committee formed in accordance with applicable stock exchange rules shall administer the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan, unless otherwise determined by the board of directors.

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Conditions of Award. The board of directors or the committee designated by the board of directors to administer the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan, as the administrator, shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, cancellation, forfeiture or suspension of awards.

Term of Award. The term of each award shall be fixed by the committee and is stated in the award agreement between recipient of an award and us, provided that the term shall be no more than ten years from the date of grant thereof.

Transfer Restrictions. Unless otherwise determined by the administrator of the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan, no award and no right under any such award, shall be assignable, alienable, saleable or transferable by the employee otherwise than by will or by the laws of descent and distribution unless, if so determined by the administrator of the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan, the recipient of an award may, in the manner established by such administrator, designate a beneficiary or beneficiaries to exercise his or her rights, and to receive any property distributable, with respect to any award upon the death of the recipient.

Exercise of Award. Any award granted under the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan is exercisable at such times and under such conditions as determined by the administrator under the terms of these two plans and specified in the award agreement. An award is deemed to be exercised when exercise notice has been given to us in accordance with the terms of the award by the person entitled to exercise the award and full payment for the shares with respect to which the award is exercised.

Amendment, Suspension or Termination. The administrator of the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan may amend, alter, suspend, discontinue or terminate these two plans, or any award agreement hereunder or any portion hereof or thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) shareholder approval if such approval is necessary to comply with any tax or regulatory requirement for which or with which the administrator deems it necessary or desirable to qualify or comply, (ii) shareholder approval for any amendment to these two plans that increases the total number of shares reserved for the purposes of the 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan, and (iii) with respect to any award agreement, the consent of the affected recipient of an award, if such action would materially and adversely affect the rights of such recipient under any outstanding award.

The following table summarizes, as of March 31, 2021, the options granted under our 2018 Great Talent Share Incentive Plan, 2018 Grand Talent Share Incentive Plan and 2019 Noble Talent Share Incentive Plan to our directors and executive officers, excluding awards that were forfeited or cancelled after the relevant grant dates.

Name	Ordinary Shares Underlying Options Awarded		Exercise Price per Ordinary Share (in US$)		Date of Grant		Date of Expiration
Yunlong Sha		—		—		—		—
Peng Wang		*		7.78		March 31, 2018		March 31, 2025
Ming Hu		—		—		—		—
Neng Wang		—		—		—		—
Yonghong Fan		—		—		—		—

* Less than 1% of our total outstanding shares.

As of March 31, 2021, other employees as a group held outstanding options awarded to purchase 18,958,213 ordinary shares of our company, with exercise price of US$0.001 to US$7.78 per share.

Employee Share Holding Platform

In February 2018, we issued 17,103,724 ordinary shares to Long favor Limited, a company incorporated in the British Virgin Islands, to establish an employee shareholding platform to allow our employees to receive share incentives. Mr. Yun Xiao, who is a shareholder of our company, is the sole shareholder of Long favor Limited. Long favor Limited has waived its rights associated with these 17,103,724 ordinary shares including the voting right and dividend right. As such we deem these shares as issued but not outstanding ordinary shares until the waiver is released by us, which will occur when all of these ordinary shares are transferred to the eligible participants of our share incentive plans. On behalf of our company and subject to approval of our board of directors, Mr. Yun Xiao has the authority and responsibility to transfer these ordinary shares to the eligible participants of our share incentive plans when they exercise their share-based awards, including options and restricted shares, pursuant to the award agreements.

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As of March 31, 2021, we did not grant any award to our directors or officers associated with the ordinary shares held by Long favor Limited. As of the same date, the number of ordinary shares subject to the waiver of shareholder rights by Long favor had been reduced to 5,542,366 as certain ordinary shares were transferred to certain employees who exercised their share-based awards.

C. Board Practices

Board of Directors

Our board of directors consists of four directors, including three independent directors, namely Ms. Ming Hu, Mr. Neng Wang and Mr. Yonghong Fan. Under our second amended and restated memorandum and articles of association, our board of directors consists of at least three directors. Our directors shall be elected by a resolution of the holders of our ordinary shares, or by a resolution of our directors. There is no shareholding requirement for qualification to serve as a member of our board of directors.

A director may vote in respect of any contract or proposed contract or transaction notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or transaction is considered. Our board of directors may exercise all the powers of the company to borrow money, mortgage or charge its undertaking, property and uncalled capital, and issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party.

Board Committees

We have established an audit committee, a compensation committee and a nominating and corporate governance committee under our board of directors. We adopted a charter for each of the committees. Each committee’s members and functions are described below.

Audit Committee

Our audit committee consists of Ms. Ming Hu, Dr. Neng Wang and Mr. Yonghong Fan, and is chaired by Ms. Ming Hu. Our board of directors has determined that Ms. Ming Hu, Dr. Neng Wang and Mr. Yonghong Fan satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A of the Corporate Governance Rules of the NYSE. We have determined that Ms. Ming Hu qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

• appointing or removing the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditor;

• setting clear hiring policies for employees or former employees of the independent auditor;

• reviewing with the independent auditor any audit problems or difficulties and management’s response;

• reviewing and approving all related-party transactions;

• discussing the annual audited financial statements with management and the independent auditor;

• discussing with management and the independent auditor major issues regarding accounting principles and financial statement presentations;

• reviewing analyses or other written communications prepared by management or the independent auditor relating to significant financial reporting issues and judgments made in connection with the preparation of the financial statements;

• reviewing with management and the independent auditor the effect of key transactions, related-party transactions and off-balance sheet transactions and structures;

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• reviewing with management and the independent auditor the effect of regulatory and accounting initiatives;

• reviewing policies with respect to risk assessment and risk management;

• reviewing our disclosure controls and procedures and internal control over financial reporting;

• reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company;

• establishing procedures for the receipt, retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

• periodically reviewing and reassessing the adequacy of our audit committee charter;

• evaluating the performance, responsibilities, budget and staffing of our internal audit function and reviewing and approving the internal audit plan; and

• reporting regularly to the board of directors.

Compensation Committee

Our compensation committee consists of Ms. Ming Hu, Mr. Yunlong Sha and Mr. Yonghong Fan, and is chaired by Mr. Yonghong Fan. Our board of directors has determined that Ms. Ming Hu and Mr. Yonghong Fan satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE. Our compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our executive officers. The compensation committee is responsible for, among other things:

• reviewing and approving the compensation of our executive officers;

• reviewing and evaluating our executive compensation and benefits policies generally;

• in consultation with our chief executive officer, periodically reviewing our management succession planning;

• reporting to our board of directors periodically;

• evaluating its own performance and reporting to our board of directors on such evaluation;

• periodically reviewing and assessing the adequacy of the compensation committee charter and recommending any proposed changes to our board of directors; and

• selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Mr. Yunlong Sha, Mr. Neng Wang and Mr. Yonghong Fan, and is chaired by Mr. Yunlong Sha. Our board of directors has determined that Mr. Neng Wang and Mr. Yonghong Fan satisfy the “independence” requirements of Section 303A of the Corporate Governance Rules of the NYSE. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

• identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees;

• evaluating, at least annually, its own performance and reporting to the board of directors on such evaluation;

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• leading our board of directors in a self-evaluation to determine whether it and its committees are functioning effectively;

• reviewing the evaluations prepared by each board committee of such committee’s performance and considering any recommendations for proposed changes to our board of directors;

• reviewing and approving compensation (including equity-based compensation) for our directors;

• overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and

• reviewing and assessing periodically the adequacy of its charter and recommending any proposed changes to the board of directors for approval.

Duties of Directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our second amended and restated memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

• convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings;

• declaring dividends and distributions;

• appointing officers and determining the term of office of officers;

• exercising the borrowing powers of our company and mortgaging the property of our company; and

• approving the transfer of shares of our company, including the registering of such shares in our share register.

Terms of Directors and Officers

Our officers are elected by and serve at the discretion of our board of directors. Our directors are not subject to a term of office and hold office until such time as they are removed from office by ordinary resolution of shareholders.

D. Employees

We had a total of 8,999, 11,732 and 9,650 full-time employees as of December 31, 2018, 2019 and 2020, respectively. The following table sets forth the number of our full-time employees, categorized by function, as of December 31, 2020:

Function	Number of Full-Time Employees
Teachers, consultants and instructors		4,936
Managerial staff		828
Sales and marketing		2,644
Administrative staff		621
Information technology		126
Courses research and development		495
Total		9,650

As of December 31, 2020, we had a total of 9,650 employees, representing a 17.7% decrease from 11,732 as of December 31, 2019, primarily due to our cost control measures to optimize our staff structure and improve operation efficiency.

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We enter into employment contracts with our full-time employees. We also enter into stand-alone confidentiality and non-compete agreements with them. In addition to salaries and benefits, we provide performance-based bonuses for our full-time employees and commission-based compensation for our sales and marketing force.

As required by regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based full-time employees, including pension, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing funds. We are required under PRC law to make contributions to statutory employee benefit plans from time to time for our PRC-based full-time employees at specified percentages of the salaries, bonuses and certain allowances of such employees, up to a maximum amount specified by the local governments in China.

Our employees are not covered by any collective bargaining agreement. We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes.

E. Share Ownership

The following table sets forth information with respect to the beneficial ownership of our ordinary shares, as of March 31, 2021, by:

• each of our directors and executive officers;

• all of our directors and executive officers as a group; and

• each person known to us to own beneficially more than 5% of our ordinary shares.

The calculations in the table below are based on 174,926,784 ordinary shares issued and outstanding as of March 31, 2021.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the ordinary shares. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group.

	Ordinary Shares Beneficially Owned		Percentage of Total Voting Power held
	Number		%(1)
Directors and Executive Officers:
Yunlong Sha(2)		81,070,862		46.3
Ming Hu		—		—
Neng Wang		—		—
Yonghong Fan		—		—
Peng Wang		*		*
All directors and executive officers as a group		81,971,260		46.8
Principal Shareholders:
Long bright Limited(3)		80,558,542		46.1
Serenity Investment Master Fund Limited(4)		13,860,000		7.4

* Less than 1% of our total outstanding shares on an as-converted basis.

† The business address of Mr. Yunlong Sha and Mr. Peng Wang is Floor 5, Building 4, Dingjun Building, 75 Suzhou Street, Haidian District, Beijing, People’s Republic of China. The business address of Ms. Ming Hu is Room 1208, Tower 2, China Central Place, Jianguo Road, Chaoyang District, Beijing, China. The business address of Mr. Neng Wang is 3022 Broadway Uris Hall 812, New York, NY, the United States. The business address of Mr. Yonghong Fan is Haixia International Mansion, Floor 17, Building 1, 30 Sanlihe East Road, Xicheng District, Beijing, People’s Republic of China.

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(1) For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 174,926,784 ordinary shares, being the number of ordinary shares issued and outstanding as of March 31, 2021 and (ii) the number of ordinary shares underlying options held by such person or group that are exercisable within 60 days after March 31, 2021.

(2) Represents (i) 80,558,542 ordinary shares held by Long bright Limited, a British Virgin Islands company wholly owned by Mr. Yunlong Sha, among which 9,589,566 ordinary shares are mortgaged to Haitong International Investment Holdings Limited and (ii) 256,160 ADSs (representing 512,320 ordinary shares) directly held by Mr. Yunlong Sha.

(3) Represents 80,558,542 ordinary shares held by Long bright Limited, a British Virgin Islands company wholly owned by Mr. Yunlong Sha, among which 9,589,566 ordinary shares are mortgaged to Haitong International Investment Holdings Limited. The registered address of Long bright Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Two, Tortola, British Virgin Islands.

(4) Represents 13,860,000 ordinary shares held by Serenity Investment Master Fund Limited, a corporation incorporated in the Cayman Islands, the number of which includes a convertible note convertible into 12,500,000 ordinary shares. Information regarding the beneficial ownership is reported as of April 19, 2021, based on the information contained in the Schedule 13G jointly filed by Serenity Investment Master Fund Limited and Serenity Capital LLC with the SEC on April 19, 2021. The address of Serenity Investment Master Fund Limited is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Serenity Investment Master Fund Limited is managed by Serenity Capital LLC, a registered investment adviser and the manager of Serenity Investment Master Fund Limited.

To our knowledge, as of March 31, 2021, 63,891,580 of our ordinary shares, representing approximately 36.5% of our total outstanding shares, were held by one record holder in the United States, which is Deutsche Bank Trust Company Americas, the depositary of our ADS program. 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.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

B. Related Party Transactions

Contractual Arrangements

See “Item 4. Information of the Company—C. Organizational Structure—Contractual Arrangements with Puxin Education” for a description of the contractual arrangements between our PRC subsidiaries, our VIE, the shareholders of our VIE and certain subsidiaries of our VIE.

Employment Agreements and Indemnification Agreements

See “Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements” for a description of the employment agreements we have entered into with our senior executive officers.

Share Incentives

See “Item 6. Directors, Senior Management and Employees—B. Compensation—Share Incentive Plans” for a description of share options and stock purchase rights we have granted to our directors, officers and other individuals.

Other Related Party Transactions

As of December 31, 2017, we had amounts due from Tianjin Puxian Education and Technology Limited Partnership, or Tianjin Puxian, which is one shareholder of Puxin Education, of RMB13,000 for miscellaneous expenses paid by Puxin Education on behalf of Tianjin Puxian, respectively. All such outstanding amounts due from Tianjin Puxian were paid off.

In 2018, 2019 and 2020, we had amounts due to Mr. Yunlong Sha and his spouse, Ms. Wenjing Song, for miscellaneous operating expenses paid by them on behalf of Puxin Education. As of December 31, 2018, we had an aggregate amount due to Mr. Yunlong Sha and Ms. Wenjing Song of RMB54.5 million. As of December 31, 2019, we had an aggregate amount due to Mr. Yunlong Sha and Ms. Wenjing Song of RMB1.5 million. As of December 31, 2020, we had amounts due to Ms. Wenjing Song of RMB0.2 million.

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In 2020, Mr. Yunlong Sha provided us certain interest free loans. As of December 31, 2020, the outstanding amount of this loan was RMB170.2 million.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

We have appended consolidated financial statements filed as part of this annual report.

Legal Proceedings

From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract and labor and employment claims. Excepts as otherwise disclosed in this annual report, we are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flows or results of operations.

Dividend Policy

We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. We do not have any plan to declare or pay any dividends in the near future on our shares or the ADSs representing our ordinary shares.

Our board of directors has complete discretion in deciding whether to distribute dividends. Even if our board of directors decides to pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flows, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

We are a holding company with no material operations of our own. We conduct our operations primarily through our VIE and its subsidiaries in China. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. As a result, our ability to pay dividends and to finance any debt we may incur depends upon dividends paid by our subsidiaries. If our existing subsidiaries or any newly formed subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.

If we pay any dividends, our ADS holders will be entitled to such dividends to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See “Item 12. Description of Securities Other Than Equity Securities—D. American Depositary Shares.” Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

B. Significant Changes

Except as otherwise disclosed in this annual report on Form 20-F, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

ITEM 9. THE OFFER AND LISTING

A. Offering and Listing Details

Our ADSs have been listed on the New York Stock Exchange since June 15, 2018 under the symbol “NEW.” Each ADS represents two ordinary shares, par value US$0.00005 per share.

B. Plan of Distribution

Not applicable.

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C. Markets

Our ADSs have been listed on the New York Stock Exchange since June 15, 2018 under the symbol “NEW.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We are a Cayman Islands exempted company and our affairs are governed by our second amended and restated memorandum and articles of association and the Companies Act (as amended) of the Cayman Islands, or Companies Act, and the common law of the Cayman Islands.

The following are summaries of material provisions of our second amended and restated memorandum and articles of association that became effective immediately prior to completion of our initial public offering in June 2018 and the Companies Act (as amended) as they relate to the material terms of our ordinary shares.

Registered Office and Objects

Our registered office in the Cayman Islands is at the offices of Walkers Corporate Limited, Cayman Corporate Centre, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands or at such other location as the Directors may from time to time determine.

According to Clause 3 of our second amended and restated memorandum and articles of association, the objects for which we are established are unrestricted and we have full power and authority to carry out any object not prohibited by any law as provided by the Companies Act (as amended) of the Cayman Islands.

Board of Directors

See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Board of Directors.”

Ordinary Shares

General. Holders of ordinary shares have the same rights. All of our outstanding ordinary shares are fully paid and non-assessable. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our second amended and restated articles of association provide that dividends may be declared and paid out of the funds legally available. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act (as amended).

Voting Rights. In respect of all matters subject to a shareholders’ vote, each ordinary share is entitled to one vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders present in person or by proxy entitled to vote. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding ordinary shares at a meeting and includes a unanimous written resolution. A special resolution will be required for important matters such as a change of name, reducing the share capital or making changes to our second amended and restated memorandum and articles of association.

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Transfer of Ordinary Shares. Subject to the restrictions contained in our second amended and restated articles of association, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

• the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

• the instrument of transfer is in respect of only one class of shares;

• the instrument of transfer is properly stamped, if required;

• in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

• a fee of such maximum sum as the NYSE may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year as our board may determine.

Liquidation. On a return of capital on winding-up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares. The Companies Act (as amended) and our second amended and restated articles of association permit us to purchase our own shares. In accordance with our second amended and restated articles of association and provided the necessary shareholders or board approval have been obtained, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner, including out of capital, as may be determined by our board of directors.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act (as amended), be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by at least a two-thirds majority of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be materially adversely varied by or abrogated by, inter alia, the creation or allotment or issue of further shares ranking pari passu with or subsequent to such existing class of shares.

General Meetings of Shareholders. Shareholders’ meetings may be convened by a majority of our board of directors. Advance notice of at least 10 calendar days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders, provided that a general meeting of the Company shall be deemed to have been duly convened if it is so agreed:

(i) in the case of an annual general meeting by all the shareholders (or their proxies) entitled to attend and vote thereat; and

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(ii) in the case of an extraordinary general meeting by a majority in number of the shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than 95% in par value of the shares giving that right.

Voting Rights Attaching to the Shares. Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every shareholder present in person and every person representing a shareholder by proxy shall, at a shareholders’ meeting, each have one vote and on a poll every shareholder and every person representing a shareholder by proxy shall have one vote for each Share of which he or the person represented by proxy is the holder.

Inspection of Books and Records. Holders of our ordinary shares (not being our directors) will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements.

Changes in Capital. We may from time to time by ordinary resolution:

• increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;

• consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

• subdivide our existing shares, or any of them into shares of a smaller amount; or

• cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

We may by special resolution, subject to any confirmation or consent required by the Companies Act (as amended) reduce our share capital or any capital redemption reserve in any manner permitted by law.

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C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business or other than those described in “Item 4. Information on the Company” and in “Item 7. Major shareholders and Related Party Transactions” or elsewhere in this annual report.

D. Exchange Controls

The Cayman Islands currently has no exchange control regulations or currency restrictions. See “Item 4. Information on the Company—B. Business Overview—Regulations—PRC Laws and Regulations Relating to Foreign Exchange.”

E. Taxation

The following sets forth material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ordinary shares or ADSs. It is based upon laws and relevant interpretations thereof as of March 31, 2021, all of which are subject to change possibly with retroactive effect. is summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands, the People’s Republic of China and the United States.

Cayman Islands Taxation

According to Walkers (Hong Kong), our Cayman counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty or withholding tax. There are no other taxes likely to be material to us or holders levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not a party to any double tax treaties that are applicable to any payments made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of the ADSs or ordinary shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the ADSs or ordinary shares, nor will gains derived from the disposal of the ADSs or ordinary shares be subject to Cayman Islands income or corporation tax.

PRC Taxation

In March 2007, the National People’s Congress of China enacted the Enterprise Income Tax Law, which became effective on January 1, 2008 and was last amended on December 29, 2018. The Enterprise Income Tax Law provides that enterprises organized under the laws of jurisdictions outside China with their “de facto management bodies” located within China may be considered PRC resident enterprises and therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. The Implementing Rules of the Enterprise Income Tax Law further defines the term “de facto management body” as the management body that exercises substantial and overall management and control over the business, personnel, accounts and properties of an enterprise.

In addition, SAT Circular 82 issued by SAT in April 2009 specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: (a) senior management personnel and departments responsible for daily production, operation and management; (b) financial and personnel decision making bodies; (c) key properties, accounting books, company seal, minutes of board meetings and shareholders’ meetings; and (d) half or more of the senior management or directors having voting rights. Further to SAT Circular 82, SAT issued SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration details of determination on resident status and administration on post-determination matters.

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Our company is a company incorporated outside the PRC. As a holding company, its key assets are its ownership interests in its subsidiaries, and its key assets are located, and its records (including the resolutions of its board of directors and the resolutions of its shareholders) are maintained, outside the PRC. As such, we do not currently consider our company or any of our overseas subsidiaries to be a PRC resident enterprise. However, there is a risk that the PRC tax authorities may deem our company or any of our overseas subsidiaries as a PRC resident enterprise since a substantial majority of the members of our management team as well as the management team of some of our overseas subsidiaries are located in China, in which case we or the overseas subsidiaries, as the case may be, would be subject to the PRC enterprise income tax at the rate of 25% on worldwide income. If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a 10% tax may be withheld on dividends we pay to our non-PRC enterprise shareholders and may be imposed with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares or ADSs if such dividends or gains are deemed to be from sources within the PRC. Furthermore, non-PRC resident individual holders of our shares or ADSs may be subject to tax of 20% on dividends and any gains if such amounts are deemed to be derived from sources within the PRC. Any PRC tax liability may be reduced by an applicable tax treaty. However, it is unclear whether, if we are considered a PRC resident enterprise, holders of our shares or ADSs would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas.

U.S. Federal Income Tax Considerations

The following is a discussion of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of owning and disposing of our ADSs or ordinary shares, but this discussion does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular person’s decision to hold ADSs or ordinary shares.

This discussion applies only to a U.S. Holder that holds the ADSs or ordinary shares as capital assets for U.S. federal income tax purposes. In addition, this discussion does not describe all of the tax considerations that may be relevant in light of a U.S. Holder’s particular circumstances, including alternative minimum tax or Medicare contribution tax consequences, or differing tax consequences applicable to U.S. Holders subject to special rules, such as:

• banks, insurance companies and other financial institutions;

• dealers or traders in securities that use a mark-to-market method of tax accounting;

• persons holding ADSs or ordinary shares as part of a straddle, conversion transaction or similar transaction;

• persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

• entities classified as partnerships for U.S. federal income tax purposes and their partners or investors;

• tax-exempt entities, governmental organizations,

• tax-qualified retirement plans;

• persons that own or are deemed to own ADSs or ordinary shares representing 10% or more of our voting power or value;

• persons who acquired our ADSs or ordinary shares pursuant to the exercise of an employee stock option or otherwise as compensation; or

• persons holding ADSs or ordinary shares in connection with a trade or business outside the United States.

If a partnership (or other entity that is classified as a partnership for U.S. federal income tax purposes) owns ADSs or ordinary shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships owning ADSs or ordinary shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of ADSs or ordinary shares.

This discussion is based on the Internal Revenue Code of 1986, as amended, or the Code, administrative pronouncements, judicial decisions, final, temporary and proposed Treasury regulations, and the income tax treaty between the United States and the PRC, or the Treaty, all as of the date hereof, any of which is subject to change, possibly with retroactive effect. This discussion is also based, in part, on representations by the Depositary and assumes that each obligation under the deposit agreement and any related agreement will be performed in accordance with its terms.

As used herein, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is, for U.S. federal income tax purposes:

• a citizen or individual resident of the United States;

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• a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

• an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

In general, a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares represented by those ADSs for U.S. federal income tax purposes. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of ADSs or ordinary shares in their particular circumstances.

Taxation of Distributions

Subject to the discussion under “—Passive Foreign Investment Company Rules” below, distributions paid on our ADSs or ordinary shares, other than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, it is expected that distributions generally will be reported to U.S. Holders as dividends. Dividends will not be eligible for the dividends-received deduction generally available to U.S. corporations under the Code. Subject to applicable limitations, dividends paid to certain non-corporate U.S. Holders may be taxable at reduced rates. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of these reduced tax rates in their particular circumstances.

Dividends will generally be included in a U.S. Holder’s income on the date of the U.S. Holder’s (or in the case of ADSs the depositary’s) receipt of the dividends. The amount of any dividend income paid in foreign currency will be the U.S. dollar amount calculated by reference to the spot rate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars on such date. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the amount received. A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

Dividends will be treated as foreign-source income for foreign tax credit purposes. As described in “—PRC Taxation,” dividends paid by the Company may be subject to PRC withholding tax. For U.S. federal income tax purposes, the amount of the dividend income will include amounts withheld in respect of PRC withholding tax if any. Subject to applicable limitations, which vary depending upon the U.S. Holder’s circumstances, any PRC taxes withheld from dividend payments (at a rate not exceeding the applicable rate provided in the Treaty in the case of a U.S. Holder that is eligible for the benefits of the Treaty) generally will be creditable against a U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex and U.S. Holders should consult their tax advisers regarding the creditability of foreign tax credits in their particular circumstances. In lieu of claiming a credit, a U.S. Holder may elect to deduct such PRC taxes in computing its taxable income, subject to applicable limitations. An election to deduct foreign taxes instead of claiming foreign tax credits applies to all foreign taxes paid or accrued in the taxable year.

Sale or Other Taxable Disposition of ADSs or Ordinary Shares

Subject to the discussion under “—Passive Foreign Investment Company Rules” below, a U.S. Holder will generally recognize capital gain or loss on a sale or other taxable disposition of ADSs or ordinary shares in an amount equal to the difference between the amount realized on the sale or other taxable disposition and the U.S. Holder’s tax basis in such ADSs or ordinary shares disposed of, in each case as determined in U.S. dollars. The gain or loss will be long-term capital gain or loss if, at the time of the sale or disposition, the U.S. Holder has owned the ADSs or ordinary shares for more than one year. Long-term capital gains recognized by non-corporate U.S. Holders may be subject to tax rates that are lower than those applicable to ordinary income. The deductibility of capital losses is subject to limitations.

As described in “—PRC Taxation,” gains on the sale of ADSs or ordinary shares may be subject to PRC taxes. A U.S. Holder is entitled to use foreign tax credits to offset only the portion of its U.S. federal income tax liability that is attributable to foreign-source income. Because under the Code capital gains of U.S. persons are generally treated as U.S.-source income, this limitation may preclude a U.S. Holder from claiming a credit for all or a portion of any PRC taxes imposed on any such gains. However, U.S. Holders that are eligible for the benefits of the Treaty may be able to elect to treat the gain as PRC-source and therefore claim foreign tax credits in respect of PRC taxes on such disposition gains. U.S. Holders should consult their tax advisers regarding their eligibility for the benefits of the Treaty and the creditability of any PRC tax on disposition gains in their particular circumstances.

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Passive Foreign Investment Company Rules

In general, a non-U.S. corporation will be a PFIC for any taxable year in which (i) 75% or more of its gross income consists of passive income or (ii) 50% or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. For purposes of the above calculations, a non-U.S. corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held its proportionate share of the assets of the other corporation and received directly its proportionate share of the income of the other corporation. Passive income generally includes dividends, interest, certain rents and royalties and gains from assets that produce passive income. Cash is a passive asset for purposes of the PFIC rules. Goodwill that is associated with an active income-producing activity of a non-U.S. corporation is generally an active asset unless, for U.S. federal income tax purposes, the non-U.S. corporation is a controlled foreign corporation (“CFC”) that is not publicly traded “for the taxable year.”

Based upon the nature of our business, the composition of our income and assets and the value of our assets, including goodwill (which is based on the market price of our ADSs), we believe we were not a PFIC for 2020. However, our PFIC status for any taxable year is a factual determination that can be made only after the end of such year, and will depend on the composition of our income and assets and the value of our assets for such year. Moreover, because we hold, and may continue to hold, a significant amount of cash, our PFIC status for any taxable year may depend on the value of our goodwill which may be determined, in part, by reference to the market price of our ADSs, which may change from time to time. In addition, it is not entirely clear how the contractual arrangements between us and our VIE will be treated for purposes of the PFIC rules. If it were determined that we are not the owner of the stock of our VIE for U.S. federal income tax purposes, we could be treated as a PFIC. In light of the foregoing, there can be no assurance that we were not, or will not be, a PFIC for any taxable year, and our U.S. counsel expresses no opinion as to our PFIC status for 2020 or any other taxable year.

If we were a PFIC for 2020 or any other taxable year during which a U.S. Holder owns ADSs or ordinary shares, we will generally continue to be treated as a PFIC with respect to the U.S. Holder for all succeeding years during which the U.S. Holder owns ADSs or ordinary shares, even if we cease to meet the threshold requirements for PFIC status. U.S. Holders should consult their tax advisers as to whether we were a PFIC for 2020 and the availability of a “deemed sale” election that would allow them to eliminate the continuing PFIC status from 2020 under certain circumstances.

If we were a PFIC for any taxable year and any of our subsidiaries, consolidated affiliated entities or other companies in which we own or are treated as owning equity interests were also a PFIC (any such entity, a “Lower-tier PFIC”), U.S. Holders would be deemed to own a proportionate amount (by value) of the shares of each Lower-tier PFIC and would be subject to U.S. federal income tax according to the rules described in the subsequent paragraph on (i) certain distributions by a Lower-tier PFIC and (ii) dispositions of shares of Lower-tier PFICs, in each case as if the U.S. Holders held such shares directly, even though the U.S. Holders had not received the proceeds of those distributions or dispositions.

Generally, if we are a PFIC for any taxable year during which a U.S. Holder owned our ADSs or ordinary shares, gain recognized upon a disposition (including, under certain circumstances, a pledge) of ADSs or ordinary shares by the U.S. Holder will be allocated ratably over the U.S. Holder’s holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of disposition and to years before we became a PFIC will be taxed as ordinary income. The amounts allocated to each other taxable year will be subject to tax at the highest rate in effect for that taxable year for individuals or corporations, as appropriate, and an interest charge will be imposed on the tax allocated to each taxable year. Further, to the extent that any distribution received by a U.S. Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions received (or deemed received) during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, the distribution will be subject to taxation in the same manner. In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

Alternatively, if we were a PFIC and if the ADSs were “regularly traded” on a “qualified exchange,” a U.S. Holder could make a mark-to-market election that would result in tax treatment different from the general tax treatment for PFICs described in the preceding paragraph. The ADSs would be treated as “regularly traded” for any calendar year in which more than a de minimis quantity of the ADSs were traded on a qualified exchange on at least 15 days during each calendar quarter. The NYSE, where our ADSs are listed, is a qualified exchange for this purpose. If a U.S. Holder makes the mark-to-market election, the U.S. Holder generally will recognize at the end of each taxable year (i) as ordinary income any excess of the fair market value of the ADSs over their adjusted tax basis, or (ii) as ordinary loss any excess of the adjusted tax basis of the ADSs over their fair market value (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in the ADSs will be adjusted to reflect the income or loss amounts recognized. Any gain recognized on the sale or other disposition of ADSs in a year when the Company is a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election, with any excess treated as capital loss). If a U.S. Holder makes the mark-to-market election, distributions paid on ADSs will be treated as discussed under “—Taxation of Distributions” above (except that the preferential tax rates with respect to dividends paid to non-corporate U.S. Holders would not apply). U.S. Holders will not be able to make a mark-to-market election with respect to our ordinary shares or any shares of a Lower-tier PFIC, because such shares will not trade on any stock exchange.

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We do not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections, which if available could materially affect the tax consequences of the ownership and disposition of our ADSs or ordinary shares if we were a PFIC for any taxable year. Therefore, U.S. Holders will not be able to make such elections.

If a U.S. Holder owns ADSs or ordinary shares during any year in which we are (or with respect to any U.S. Holder are treated as) a PFIC, the U.S. Holder generally will be required to file annual reports on Internal Revenue Service (“IRS”) Form 8621 (or any successor form) with respect to us, generally with the U.S. Holder’s federal income tax return for that year.

U.S. Holders should consult their tax advisers regarding the potential application of the PFIC rules (including in the case that we were a PFIC for 2020).

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding, unless (i) the U.S. Holder is a corporation or other “exempt recipient” and (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders who are individuals (or certain specified entities) may be required to report information relating to their ownership of ADSs or ordinary shares, unless the ADSs or ordinary shares are held in accounts at financial institutions (in which case the accounts may be reportable if maintained by non-U.S. financial institutions). U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to the ADSs or ordinary shares.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

H. Documents on Display

We previously filed with the SEC registration statement on Form F-1 (File Number 333-225047), as amended, to register our ordinary shares in relation to our initial public offering. We also filed with the SEC related registration statement on Form F-6 (File Number 333-225351) to register the ADSs representing our ordinary shares.

We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. Copies of reports and other information, when so filed with the SEC, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

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We will furnish Deutsche Bank Trust Company Americas, the depositary of our ADSs, with our annual reports, which will include a review of operations and annual audited consolidated financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders’ meetings and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting received by the depositary from us.

In accordance with NYSE Rule 203.01, we will post this annual report on our website http://ir.pxjy.com/. In addition, we will provide hardcopies of our annual report to shareholders, including ADS holders, free of charge upon request.

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

Substantially all of our revenue and expenses are denominated in Renminbi, which is the functional currency of our subsidiaries, our VIE and its subsidiaries in the PRC. Therefore, we have limited exposure to foreign exchange risk for operational activity and we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. Although in general, our exposure to foreign exchange risks should be limited, the value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and Renminbi because the value of our business is effectively denominated in Renminbi, while the ADSs will be traded in U.S. dollars.

The Renminbi is not freely convertible into foreign currencies for capital account transactions. The value of the Renminbi against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

Interest Rate Risk

Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. We have not used any derivative financial instruments to manage our interest risk exposure. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed, nor do we anticipate being exposed, to material risks due to changes in interest rates. However, our future interest income may be lower than expected due to changes in market interest rates.

Inflation Risk

Since our inception, inflation in China has not materially impacted our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent change in the consumer price index for December 2020 was an increase of 0.2%. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

108

D. American Depositary Shares

Fees and Charges Our ADS Holders May Have to Pay

As an ADS holder, you will be required to pay the following service fees to the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) under the terms of the deposit agreement:

Service	Fees
•   To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)	Up to US$0.05 per ADS issued
•   Cancellation of ADSs, including the case of termination of the deposit agreement	Up to US$0.05 per ADS cancelled
•   Distribution of cash dividends	Up to US$0.05 per ADS held
•   Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements	Up to US$0.05 per ADS held
•   Distribution of ADSs pursuant to exercise of rights.	Up to US$0.05 per ADS held
•   Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to US$0.05 per ADS held
•   Depositary services	Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank

As an ADS holder, you will also be responsible to pay certain fees and expenses incurred by the depositary bank and certain taxes and governmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities represented by any of your ADSs) such as:

• fees for the transfer and registration of ordinary shares charged by the registrar and transfer agent for the ordinary shares in the Cayman Islands (i.e., upon deposit and withdrawal of ordinary shares);

• expenses incurred for converting foreign currency into U.S. dollars;

• expenses for cable, telex and fax transmissions and for delivery of securities;

• taxes and duties upon the transfer of securities, including any applicable stamp duties, any stock transfer charges or withholding taxes (i.e., when ordinary shares are deposited or withdrawn from deposit);

• fees and expenses incurred in connection with the delivery or servicing of ordinary shares on deposit;

• fees and expenses incurred in connection with complying with exchange control regulations and other regulatory requirements applicable to ordinary shares, deposited securities, ADSs and ADRs; and

• any applicable fees and penalties thereon.

The depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed or by selling a portion of distributable property to pay the fees. In the case of distributions other than cash (i.e., share dividends, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.

109

In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.

Fees and Other Payments Made by the Depositary to Us

The depositary may make payments to us or reimburse us for certain costs and expenses, by making available a portion of the ADS fees collected in respect of the ADR program or otherwise, upon such terms and conditions as we and the depositary bank agree from time to time. For the year ended December 31, 2020, we received approximately US$127,597 after tax contribution from the depositary, which was paid to us for expenses incurred in connection with the establishment and maintenance of the ADS program.

110

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Material Modifications to the Rights of Security Holders

See “Item 10. Additional Information” for a description of the rights of shareholders, which remain unchanged.

Use of Proceeds

As of December 31, 2020, we had used up the net proceeds of approximately US$124.9 million from our initial public offering which was closed in June 2018.

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) as of December 31, 2020.

Based upon that evaluation, our management has concluded that, as of December 31, 2020, the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act was recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our internal control over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2020.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

In preparing our consolidated financial statements for the year ended December 31, 2018, we identified certain control deficiencies in our internal control over financial reporting as of December 31, 2018. As of December 31, 2019, we determined that such control deficiencies had been remediated.

Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

111

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that Ms. Ming Hu, an independent director and the chairperson of our audit committee, qualifies as an “audit committee financial expert” within the meaning of the SEC rules and possesses financial sophistication within the meaning of Listing Rules of the New York Stock Exchange. Ms. Ming Hu satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A of the Corporate Governance Rules of the NYSE.

ITEM 16B. CODE OF ETHICS

Our board of directors has adopted a code of business conduct and ethics that applies to all of our directors, officers, employees, including certain provisions that specifically apply to our principal executive officer, principal financial officer, principal accounting officer or controller and any other persons who perform similar functions for us. We have filed our code of business conduct and ethics as Exhibit 99.1 of our registration statement on Form F-1 (file No. 333-225047) filed with the SEC on May 18, 2018 and posted a copy of our code of business conduct and ethics on our website at http://ir.pxjy.com.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Auditor Fees

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Deloitte Touche Tohmatsu Certified Public Accountants LLP, our independent registered public accounting firm, for the periods indicated.

	For the Year Ended December 31,
Services	2019		2020
	RMB		RMB
	(in thousands)
Audit fees(1)		11,676		9,469
Tax fees(2)		806		206
All other fees(3)		—		1,000

(1) “Audit fees” means the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the audit of our annual consolidated financial statements and the review of our comparative interim financial information.

(2) “Tax fees” represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

(3) “All other fees” represents other fees billed by our independent registered public accounting firm other than services reported under audit fees and tax fees.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by Deloitte Touche Tohmatsu Certified Public Accountants LLP, our independent registered public accounting firm, including audit services, tax services and other services as described above, other than those for de minimus services which are approved by the audit committee prior to the completion of the audit.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities in the fiscal year ended December 31, 2020.

On March 31, 2021, our board of directors approved a share repurchase program to repurchase up to US$20 million worth of our ADSs during a 12-month period ending on March 31, 2022. The share repurchase program permitted us to purchase its ADSs through various means, including open market transactions, privately negotiated transactions, any combination thereof or other legally permissible means in accordance with applicable rules and regulations. The number of ADSs repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions. As of the date of this annual report on Form 20-F, neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities pursuant to this publicly announced repurchase plan.

112

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

As a company listed on the New York Stock Exchange, we are subject to the New York Stock Exchange corporate governance listing standards. However, New York Stock Exchange rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the New York Stock Exchange corporate governance listing standards. The significant differences between our corporate governance practices and those followed by U.S. companies under the New York Stock Exchange corporate governance rules are summarized as follows.

• We follow home country practice that permits our board of directors not to have a compensation committee composed solely of independent directors in lieu of complying with Section 303A.05 the New York Stock Exchange Listed Company Manual. Our compensation committee is currently composed of three members, two of whom are independent directors.

• We follow home country practice that permits our board of directors not to have a nomination committee composed solely of independent directors in lieu of complying with Section 303A.04 of the New York Stock Exchange Listed Company Manual. Our nominating and corporate governance committee is currently composed of three members, two of whom are independent directors.

• We follow home country practice that permits our independent directors not to hold regularly scheduled meetings at which only independent directors are present in lieu of complying with Section 303A.03 of the New York Stock Exchange Listed Company Manual.

• We follow home country practice that permits us not to obtain shareholder approval for adoption of new equity-compensation plans or amendments to our existing equity incentive plan in lieu of complying with Section 303A.08 of the New York Stock Exchange Listed Company Manual. Our board adopted our 2019 Noble Talent Share Incentive Plan in March 2019. We have followed the home country practice and obtained the board approval but not shareholder approval for adopting the 2019 share incentive plan as described above.

• We follow home country practice that permits us not to obtain shareholder approval for issuance of common stock, or of securities convertible into or exercisable for common stock in certain transaction or series of related transactions in lieu of complying with Section 312.03 of the New York Stock Exchange Listed Company Manual.

To the extent we choose to follow home country practices in the future, our shareholders may be afforded less protection than they otherwise would enjoy under New York Stock Exchange corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Ordinary Shares and ADSs—As an exempted company incorporated in the Cayman Islands with limited liability, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the NYSE corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.”

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

113

PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

ITEM 18. FINANCIAL STATEMENTS

The consolidated financial statements of Puxin Limited are included at the end of this annual report.

ITEM 19. EXHIBITS

Exhibit Number	Description of Document
1.1	Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.2 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
2.1	Form of Registrant’s Specimen American Depositary Receipt (included herein by reference to Exhibit 4.3 to the registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on June 1, 2018)
2.2	Registrant’s Specimen Certificate for Ordinary shares (incorporated by reference to Exhibit 4.2 from our registration statement on Amendment No. 1 to Form F-1 (File No. 333-225047) filed publicly with the SEC on June 1, 2018)
2.3	Form of Deposit Agreement, among the Registrant, the Depositary and holders of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 from our registration statement on Amendment No. 1 to Form F-1 (File No. 333-225047) filed publicly with the SEC on June 1, 2018)
2.4*	Description of Securities
4.1	Puxin Limited 2018 Grand Talent Share Incentive Plan (incorporated by reference to Exhibit 10.19 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.2	Puxin Limited 2018 Great Talent Share Incentive Plan (incorporated by reference to Exhibit 10.20 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.3	Form of Indemnification Agreement with the Registrant’s directors (incorporated by reference to Exhibit 10.1 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.4	Form of Employment Agreement between the Registrant and an executive officer of the Registrant (incorporated by reference to Exhibit 10.2 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.5	English translation of Exclusive Management Services and Business Cooperation Agreement among Purong Beijing, Puxin Education and the shareholders of Puxin Education dated February 5, 2018 (incorporated by reference to Exhibit 10.3 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.6	English translation of Exclusive Call Option Agreement among Purong Beijing, Puxin Education and the shareholders of Puxin Education dated February 5, 2018 (incorporated by reference to Exhibit 10.4 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.7	English translation of Equity Pledge Agreement among Purong Beijing, Puxin Education and the shareholders of Puxin Education dated February 5, 2018 (incorporated by reference to Exhibit 10.5 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.8	English translation of Loan Agreement between Ningbo Zhimei and Purong Beijing dated February 5, 2018 (incorporated by reference to Exhibit 10.6 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.9	English translation of Loan Agreement between Yunlong Sha and Purong Beijing dated February 5, 2018 (incorporated by reference to Exhibit 10.7 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.10	English translations of Powers of Attorney granted by Puxin Education and its shareholders dated February 5, 2018 (incorporated by reference to Exhibit 10.8 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.11	English translations of Letters of Consent granted by the spouse of each of Yunlong Sha, Liang Gao, Gang Li and Yun Xiao dated February 5, 2018 (incorporated by reference to Exhibit 10.9 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)

114

Exhibit Number	Description of Document
4.12	English translations of Letters of Commitment granted by the partners of Ningbo Zhimei and Tianjin Puxian dated February 5, 2018 (incorporated by reference to Exhibit 10.10 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.13	English translation of Amended Exclusive Management Services and Business Cooperation Agreement among Purong Beijing, Puxin Education and the shareholders of Puxin Education dated February 25, 2018 (incorporated by reference to Exhibit 10.11 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.14	English translation of Amended Exclusive Call Option Agreement among Purong Beijing, Puxin Education and the shareholders of Puxin Education dated February 25, 2018 (incorporated by reference to Exhibit 10.12 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.15	English translation of Amended Equity Pledge Agreement among Purong Beijing, Puxin Education and the shareholders of Puxin Education dated February 25, 2018 (incorporated by reference to Exhibit 10.13 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.16	English translations of Powers of Attorney granted by Puxin Education and its shareholders dated February 25, 2018 (incorporated by reference to Exhibit 10.14 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.17	English translations of Letters of Consent granted by the spouse of each of Yunlong Sha, Liang Gao, Gang Li and Yun Xiao dated February 25, 2018 (incorporated by reference to Exhibit 10.15 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.18	English translations of Letters of Commitment granted by the shareholders of Shanghai Trustbridge and partners of Ningbo Zhimei and Tianjin Puxian dated February 25, 2018 (incorporated by reference to Exhibit 10.16 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
4.19*	Convertible Note Purchase Agreement between the Registrant and Serenity Investment Master Fund Limited dated February 25, 2021
4.20*	Convertible Note Purchase Agreement between the Registrant and Shine Honour Opportunity VI Limited dated March 18, 2021
8.1*	Principal Subsidiaries and Affiliated Entities of the Registrant
10.1	2019 Noble Talent Share Incentive Plan (incorporated by reference to Exhibit 10.1 from our annual report on Form 20-F (File No. 001-38514) filed publicly with the SEC on April 25, 2019)
11.1	Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from our registration statement on Form F-1 (File No. 333-225047) filed publicly with the SEC on May 18, 2018)
12.1*	Certification by the Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*	Certification by the Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**	Certification by the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification by the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*	Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, Independent Registered Public Accounting Firm
15.2*	Consent of Walkers (Hong Kong)
15.3*	Consent of Tian Yuan Law Firm regarding certain PRC law matters
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed with this annual report on Form 20-F.

** Furnished with this annual report on Form 20-F.

*** As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K and Item 2(b)(i) of the Instructions as to Exhibits in Form 20-F, our company has not filed with this annual report certain instruments defining the rights of holders of long-term debt of our company and its subsidiaries because the total amount of securities authorized under any such instruments does not exceed 10% of the total assets of our company and its subsidiaries on a consolidated basis. The Company agrees to furnish a copy of any such agreement to the SEC upon request.

115

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

PUXIN LIMITED
By:	/s/Yunlong Sha
Name:	Yunlong Sha
Title:	Chairman and Chief Executive Officer

Date: April 30, 2021

116

PUXIN LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF PUXIN LIMITED	Pages
Report of independent registered public accounting firm		F-2
Consolidated balance sheets as of December 31, 2019 and 2020		F-3
Consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020		F-5
Consolidated statements of comprehensive loss for the years ended December 31, 2018, 2019 and 2020		F-6
Consolidated statements of changes in shareholders’ (deficit) equity for the years ended December 31, 2018, 2019 and 2020		F-7
Consolidated statements of cash flows for the years ended December 31, 2018, 2019 and 2020		F-8
Notes to consolidated financial statements		F-9
Additional information-financial statement schedule I		F-51

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Puxin Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Puxin Limited and its subsidiaries (the “Company”) as of December 31, 2019 and 2020, and the related consolidated statements of operations, comprehensive loss, changes in shareholders’ (deficit) equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and the financial statement schedule listed in Schedule I (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for lease on January 1, 2019 using the optional transition method through a cumulative-effect adjustment due to the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842).

Convenience Translation

Our audits also comprehended the translation of Renminbi amounts into United State dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such United States dollar amounts are presented solely for the convenience of readers outside the People’s Republic of China.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte Touche Tohmatsu Certified Public Accountants LLP

Beijing, the People’s Republic of China

April 30, 2021

We have served as the Company’s auditor since 2017.

F-2

PUXIN LIMITED

CONSOLIDATED BALANCE SHEETS

(In thousands of RMB and USD, except for share, per share and per ADS data)

	As of December 31,
	2019		2020		2020
	RMB		RMB		USD
					(Note 2)
ASSETS
Current assets
Cash and cash equivalents		256,763		48,497		7,432
Restricted cash, current portion		349,540		514,496		78,850
Inventories		13,311		15,210		2,331
Prepaid expenses and other current assets		117,148		141,894		21,746
Loan receivables		191,230		222,895		34,160
Total current assets		927,992		942,992		144,519
Non-current assets
Restricted cash, non-current portion		36,727		25,814		3,956
Operating lease right-of-use assets		1,045,941		940,568		144,148
Property, plant and equipment, net		298,719		265,029		40,617
Intangible assets		264,540		225,170		34,509
Goodwill		2,055,922		2,083,151		319,257
Deferred tax assets		2,199		3,522		540
Rental deposits		75,015		71,948		11,027
Other non-current assets		—		59,400		9,103
TOTAL ASSETS		4,707,055		4,617,594		707,676
LIABILITIES
Current liabilities
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to the Group of RMB930,674 and RMB743,499 as of December 31, 2019 and 2020, respectively)		983,715		784,894		120,290
Income tax payable of the consolidated VIE without recourse to the Group		21,248		32,445		4,972
Deferred revenue, current portion (including deferred revenue, current portion of the consolidated VIE without recourse to the Group of RMB1,195,723 and RMB1,013,606 as of December 31, 2019 and 2020, respectively)		1,205,609		1,023,037		156,787
Operating lease liabilities, current portion (including operating lease liabilities, current portion of the consolidated VIE without recourse to the Group of RMB275,893 and RMB251,572 as of December 31, 2019 and 2020, respectively)		276,877		254,002		38,928
Amounts due to related parties, current portion (including amounts due to related parties, current portion of the consolidated VIE without recourse to the Group of RMB254 and RMB nil as of December 31, 2019 and 2020, respectively)		1,451		—		—
Bank borrowings of the consolidated VIE without recourse to the Group		318,600		585,000		89,655
Loans payable to third parties, current portion (including loans payable to third parties, current portion of the consolidated VIE without recourse to the Group of RMB292,952 and RMB136,600 as of December 31, 2019 and 2020, respectively)		413,838		301,850		46,261
Promissory note, current portion		87,023		163,125		25,000
Total current liabilities		3,308,361		3,144,353		481,893

F-3

PUXIN LIMITED

CONSOLIDATED BALANCE SHEETS

(In thousands of RMB and USD, except for share, per share and per ADS data)

	As of December 31,
	2019			2020			2020
	RMB			RMB			USD
							(Note 2)
Non-current liabilities
Deferred revenue, non-current portion of the consolidated VIE without recourse to the Group		101,372			81,805			12,537
Deferred tax liabilities of the consolidated VIE without recourse to the Group		81,969			71,674			10,985
Franchise deposits of the consolidated VIE without recourse to the Group		2,533			2,549			391
Operating lease liabilities, non-current portion (including operating lease liabilities, non-current portion of the consolidated VIE without recourse to the Group of RMB693,505 and RMB594,624 as of December 31, 2019 and 2020, respectively)		693,505			605,827			92,847
Promissory note, non-current portion		87,022			—			—
Derivative liabilities		172,235			—			—
Loans payable to third parties, non-current portion		—			121,870			18,677
Amounts due to related parties, non-current portion		—			170,393			26,114
TOTAL LIABILITIES		4,446,997			4,198,471			643,444
Commitments and Contingencies (Note 23)
SHAREHOLDERS’ EQUITY
Ordinary shares (par value of USD0.00005 per share; 1,000,000,000 and 1,000,000,000 shares authorized, 188,627,228 and 188,653,468 shares issued and 174,025,810 and 174,453,992 shares outstanding as of December 31, 2019 and 2020, respectively)		62			62			9
Additional paid-in capital		2,175,652			2,396,406			367,265
Statutory reserve		7,979			11,444			1,754
Accumulated other comprehensive income		68,707			43,711			6,699
Accumulated deficit		(1,991,220	)		(2,026,891	)		(310,635	)
Total Puxin Limited shareholders’ equity		261,180			424,732			65,092
Non-controlling interest		(1,122	)		(5,609	)		(860	)
TOTAL SHAREHOLDERS’ EQUITY		260,058			419,123			64,232
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS’ EQUITY		4,707,055			4,617,594			707,676

The accompanying notes are an integral part of the consolidated financial statements.

F-4

PUXIN LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands of RMB and USD, except for share, per share and per ADS data)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 2)
Net revenues		2,228,117			3,103,958			2,903,915			445,044
Cost of revenues (including share-based compensation expenses of RMB6,420, RMB4,352 and RMB2,294 for the years ended December 31, 2018, 2019 and 2020, respectively)		(1,242,889	)		(1,629,447	)		(1,558,596	)		(238,865	)
Gross profit		985,228			1,474,511			1,345,319			206,179
Operating expenses:
Selling expenses (including share-based compensation expenses of RMB28,848, RMB21,870 and RMB13,290 for the years ended December 31, 2018, 2019 and 2020, respectively)		(848,088	)		(1,083,795	)		(1,048,521	)		(160,693	)
General and administrative expenses (including share-based compensation expenses of RMB339,689, RMB204,218 and RMB12,439 for the years ended December 31, 2018, 2019 and 2020, respectively)		(775,883	)		(748,259	)		(469,163	)		(71,902	)
Impairment loss on intangible assets		—			—			(4,100	)		(628	)
Total operating expenses		(1,623,971	)		(1,832,054	)		(1,521,784	)		(233,223	)
Operating loss		(638,743	)		(357,543	)		(176,465	)		(27,044	)
Interest expense		(51,901	)		(71,099	)		(80,319	)		(12,309	)
Interest income		2,826			25,542			46,150			7,073
Foreign exchange (loss) gain		(7,621	)		243			(1,322	)		(203	)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		(131,748	)		(104,589	)		(20,917	)		(3,206	)
Loss on extinguishment of convertible notes		(900	)		—			—			—
Other income, net		—			—			78,440			12,021
Gain on disposal of subsidiaries		—			—			126,968			19,459
Loss before income taxes		(828,087	)		(507,446	)		(27,465	)		(4,209	)
Income tax expenses		(5,322	)		(12,188	)		(9,195	)		(1,409	)
Net loss		(833,409	)		(519,634	)		(36,660	)		(5,618	)
Less: Net income (loss) attributable to non-controlling interest		2			(1,101	)		(4,454	)		(683	)
Net loss attributable to ordinary shareholders of Puxin Limited		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Net loss per share attributable to ordinary shareholders of Puxin Limited
Basic and diluted		(5.78	)		(3.03	)		(0.18	)		(0.03	)
Weighted average shares used in calculating basic and diluted net loss per share		144,157,947			170,903,317			174,156,247			174,156,247

The accompanying notes are an integral part of the consolidated financial statements

F-5

PUXIN LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of RMB and USD, except for share, per share and per ADS data)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 2)
Net loss		(833,409	)		(519,634	)		(36,660	)		(5,618	)
Other comprehensive income (loss), net of tax of nil:
Change in cumulative foreign currency translation adjustments		52,496			493			(24,996	)		(3,831	)
Total comprehensive loss		(780,913	)		(519,141	)		(61,656	)		(9,449	)
Less: Comprehensive income (loss) attributable to non-controlling interest		2			(1,101	)		(4,454	)		(683	)
Total comprehensive loss attributable to Puxin Limited		(780,915	)		(518,040	)		(57,202	)		(8,766	)

The accompanying notes are an integral part of the consolidated financial statements

F-6

PUXIN LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

(In thousands of RMB and USD, except for share, per share and per ADS data)

	Attributable to shareholders of the Company
	Number of ordinary shares		Ordinary shares		Additional paid-in capital			Statutory reserve		Accumulated other comprehensive income			Accumulated deficit			Total Puxin Limited shareholders’ (deficit) equity			Non- controlling interest			Total (deficit) equity
Balance as of January 1, 2018 in RMB		100,000,000		34		391,099			—		15,718			(679,613	)		(272,762	)		(23	)		(272,785	)
Issuance of ordinary shares		26,827,744		16		720			—		—			—			736			—			736
Issuance of ordinary shares upon initial public offering (“IPO”) (net of issuance cost of RMB38,711)		16,560,000		5		798,825			—		—			—			798,830			—			798,830
Net loss for the year		—		—		—			—		—			(833,411	)		(833,411	)		2			(833,409	)
Provision of statutory reserve		—		—		—			4,595		—			(4,595	)		—			—			—
Share-based compensation		—		—		345,503			—		—			—			345,503			—			345,503
Foreign currency translation adjustments		—		—		—			—		52,496			—			52,496			—			52,496
Repurchase of convertible redeemable preferred shares		—		—		(131,088	)		—		—			—			(131,088	)		—			(131,088	)
Conversion of convertible notes		8,067,228		3		438,717			—		—			—			438,720			—			438,720
Conversion of convertible redeemable preferred shares		11,917,880		4		71,084			—		—			—			71,088			—			71,088
Cumulative effect of adopting Topic 606		—		—		—			—		—			48,316			48,316			—			48,316
Restricted shares granted		1,631,200		—		29,454			—		—			—			29,454			—			29,454
Option exercised		34,112		—		11			—		—			—			11			—			11
Balance as of December 31, 2018 in RMB		165,038,164		62		1,944,325			4,595		68,214			(1,469,303	)		547,893			(21	)		547,872
Net loss for the year		—		—		—			—		—			(518,533	)		(518,533	)		(1,101	)		(519,634	)
Provision of statutory reserve		—		—		—			3,384		—			(3,384	)		—			—			—
Share-based compensation		—		—		230,440			—		—			—			230,440			—			230,440
Foreign currency translation adjustments		—		—		—			—		493			—			493			—			493
Option exercised		8,987,646		—		887			—		—			—			887			—			887
Balance as of December 31, 2019 in RMB		174,025,810		62		2,175,652			7,979		68,707			(1,991,220	)		261,180			(1,122	)		260,058
Net loss for the year		—		—		—			—		—			(32,206	)		(32,206	)		(4,454	)		(36,660	)
Provision of statutory reserve		—		—		—			3,465		—			(3,465	)		—			—			—
Share-based compensation		—		—		28,023			—		—			—			28,023			—			28,023
Foreign currency translation adjustments		—		—		—			—		(24,996	)		—			(24,996	)		—			(24,996	)
Option exercised		428,182		—		1,466			—		—			—			1,466			—			1,466
Purchase of non-controlling interest		—		—		(3,000	)		—		—			—			(3,000	)		—			(3,000	)
Disposal of non-controlling interest (Note 4)		—		—		—			—		—			—			—			(33	)		(33	)
Extinguishment of derivative liabilities (Note 13)		—		—		194,265			—		—			—			194,265			—			194,265
Balance as of December 31, 2020 in RMB		174,453,992		62		2,396,406			11,444		43,711			(2,026,891	)		424,732			(5,609	)		419,123
Balance as of December 31, 2020 in USD		174,453,992		9		367,265			1,754		6,699			(310,635	)		65,092			(860	)		64,232

The accompanying notes are an integral part of the consolidated financial statements.

F-7

PUXIN LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of RMB and USD)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD (Note 2)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(833,409	)		(519,634	)		(36,660	)		(5,618	)
Adjustments to reconcile net loss to net cash (used in) generated from operating activities:
Depreciation of property, plant and equipment		57,696			77,859			80,290			12,305
Amortization of intangible assets		32,749			34,938			34,266			5,251
Foreign exchange loss (gain)		7,621			(243	)		1,322			203
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		131,748			104,589			20,917			3,206
Loss on extinguishment of convertible notes		900			—			—			—
(Gain) loss on disposal of property, plant and equipment		(266	)		7,938			8,197			1,256
Share-based compensation		374,957			230,440			28,023			4,295
Deferred income taxes		(8,943	)		(7,930	)		(11,366	)		(1,742	)
Gain on disposal of subsidiaries		—			—			(126,968	)		(19,459	)
Impairment loss on intangible assets		—			—			4,100			628
Changes in operating assets and liabilities:
Inventories		723			(2,144	)		(1,893	)		(290	)
Prepaid expenses and other current assets		(48,772	)		23,884			10,641			1,631
Amounts due from related parties		113			—			—			—
Deferred revenue		(32,052	)		(16,407	)		(183,405	)		(28,108	)
Accrued expenses and other current liabilities		(10,267	)		138,173			(39,947	)		(6,121	)
Income tax payable		5,733			5,493			11,197			1,716
Amounts due to related parties		230,657			(53,042	)		(2,060	)		(316	)
Franchise deposits		(2,093	)		770			16			2
Net cash (used in) generated from operating activities		(92,905	)		24,684			(203,330	)		(31,161	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired		(73,208	)		(104,534	)		(1,095	)		(168	)
Purchase of property, plant and equipment		(83,709	)		(115,545	)		(70,968	)		(10,876	)
Loans to third parties		—			(191,230	)		(43,663	)		(6,692	)
Proceeds from disposal of subsidiaries, net of cash disposed		—			—			34,410			5,274
Purchase of non-controlling interest		—			—			(3,000	)		(460	)
Net cash used in investing activities		(156,917	)		(411,309	)		(84,316	)		(12,922	)
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of businesses		—			(147,592	)		(192,349	)		(29,479	)
Proceeds from IPO (net of IPO expenses)		799,208			—			—			—
Proceeds from promissory notes		50,000			—			—			—
Repayments of promissory notes		—			(190,000	)		—			—
Repurchase of convertible redeemable preferred shares		(180,000	)		—			—			—
Loans from third parties		139,500			547,038			326,146			49,984
Repayments to third parties		(83,802	)		(212,700	)		(314,953	)		(48,269	)
Borrowings from banks		110,873			449,600			675,000			103,448
Repayments of bank borrowings		(4,273	)		(242,100	)		(408,600	)		(62,621	)
Loans from related parties		—			—			265,138			40,634
Repayments to related parties		—			—			(94,136	)		(14,427	)
Net cash generated from financing activities		831,506			204,246			256,246			39,270
Effect of exchange rate changes		48,131			6,432			(22,823	)		(3,498	)
Net increase (decrease) in cash and cash equivalents, and restricted cash		629,815			(175,947	)		(54,223	)		(8,311	)
Cash and cash equivalents, and restricted cash at beginning of the year		189,162			818,977			643,030			98,549
Cash and cash equivalents, and restricted cash at end of the year		818,977			643,030			588,807			90,238
Supplemental schedule of cash flow information
Income taxes paid		8,532			14,625			9,364			1,435
Interest paid		55,098			60,528			77,131			11,821
Acquisition consideration payable		48,128			376,187			191,431			29,338
Reconciliation to amounts on consolidated balance sheets
Cash and cash equivalents		778,006			256,763			48,497			7,432
Restricted cash		40,971			386,267			540,310			82,806
Total cash, cash equivalents, and restricted cash		818,977			643,030			588,807			90,238

The accompanying notes are an integral part of the consolidated financial statements. 

F-8

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Puxin Limited (the “Company”) was incorporated under the laws of the Cayman Islands on March 17, 2017. The Company, its subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries and schools (collectively the “Group”) are primarily engaged in providing K-12 tutoring services and study abroad tutoring services in the People’s Republic of China (“PRC”).

History

Puxin Education Technology Group Co., Ltd. (“Puxin Education” or the “VIE”) was founded in September 2014, as a limited liability company in the PRC, by Mr. Yunlong Sha, Chief Executive Officer (“CEO”) of the Company. Puxin Education, its subsidiaries and schools are primarily engaged in providing K-12 tutoring services and study abroad tutoring services in the PRC.

Puxin Limited was set up to facilitate the Group’s future overseas offering and Puxin Education’s acquisition of Beijing Global Education & Technology Co., Ltd. (“Beijing GEDU”). Immediately after the acquisition of Beijing GEDU, the operating entity of Beijing GEDU became a subsidiary of Puxin Education. In essence, Puxin Limited was a variable interest entity whereas Puxin Education was the primary beneficiary and through which, Puxin Education acquired Beijing GEDU. Accordingly, Puxin Limited was a part of the consolidated Group where Puxin Education was the holding entity.

In contemplating an IPO overseas, in February 2018, the Group undertook a reorganization.

The holder of the equity interest with preferential feature of Puxin Education sold 5% of its holding to Mr. Yunlong Sha and transferred 3.6335% of the holding to a related party of the holder. Puxin Limited then issued an aggregate 52,082,120 ordinary shares to ordinary shareholders and an aggregate 11,917,880 of preferred Series A shares to preferred shareholders. In addition, preferential rights held by investors of Puxin Education were cancelled (“Recapitalization”). Consequently, Puxin Limited became the ultimate holding for the Group.

Due to PRC legal restrictions on foreign ownership and investment in the education business in China, Puxin Limited, through Prepshine Holdings Co., Limited (“Prepshine HK”) and its PRC subsidiary, Purong (Beijing) Information Technology Co., Ltd. (“Purong Information” or “WFOE”), entered into a series of contractual arrangements with Puxin Education and its subsidiaries and schools (collectively, the “VIEs”), and the shareholders of Puxin Education. The series of contractual agreements include Exclusive Management Services and Business Cooperation Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Powers of Attorney, Spousal Consent Letters and Letters of Commitment. The Group believes that these contractual arrangements would enable Puxin Limited to (1) have power to direct the activities that most significantly affects the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, Puxin Limited is considered the primary beneficiary of the VIEs.

The reorganization involves steps and entities all within the same consolidated group, and as a result, the accompanying consolidated financial statements have been prepared as if the current corporate structure has been in existence throughout the periods presented. The share and per share data relating to the ordinary shares issued by the Company are presented as if the reorganization occurred at the beginning of the first period presented.

F-9

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES-continued

The VIE arrangements

Puxin Limited, through Prepshine HK and its PRC subsidiary, Purong Information, entered into a series of contractual arrangements, on February 5, and as amended on February 25, 2018, with Puxin Education and its subsidiaries and schools, and the shareholders of Puxin Education.

(i) Agreements that transfer economic benefits to the Group:

Exclusive Management Services and Business Cooperation Agreement

Pursuant to the exclusive management services and business cooperation agreement among Purong Information, the VIE and the shareholders of VIE, Purong Information has the exclusive right to provide or designate any third party to provide, among other things, education management consultancy services, permission of intellectual property rights, technological support and business support to the VIE and its subsidiaries. In exchange, the VIE and its subsidiaries pay service fees to Purong Information in an amount at Purong Information’s discretion. Without the prior written consent of Purong Information, the VIE and its subsidiaries cannot accept services provided by or establish similar cooperation relationship with any third party. Purong Information owns the exclusive intellectual property rights created as a result of the performance of this agreement unless otherwise provided by PRC laws or regulations. The agreement will remain effective unless unanimously agreed by the parties concerned or unilaterally terminated by Purong Information with a written notice. Unless otherwise required by applicable PRC laws, the VIE and its shareholders do not have any right to terminate the exclusive service agreement.

Equity Pledge Agreement

Under the equity interest pledge agreement among Purong Information, the VIE and its shareholders, the VIE’s shareholders pledged all of their equity of the VIE to Purong Information as security for performance of the obligations of the VIE and its shareholders under the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the loan agreement. If any of the specified events of default occurs, Purong Information may exercise the right to enforce the pledge immediately. Purong Information may transfer all or any of its rights and obligations under the equity pledge agreement to its designee(s) at any time. The equity pledge agreement is binding on the VIE’s shareholders and their successors. The equity pledge agreement will remain in effect until the fulfillment of all the obligations under the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the loan agreement.

(ii) Agreements that provide the Company effective control over Puxin Education:

Exclusive Call Option Agreement

Under the exclusive call option agreement among Purong Information, the VIE and its shareholders, each of the shareholders of the VIE irrevocably granted Purong Information a right to purchase, or designate a third party to purchase, all or any part of their equity interests in the VIE at a purchase price equal to the lowest price permissible by the then-applicable PRC laws and regulations at Purong Information’s sole and absolute discretion to the extent permitted by PRC law. The shareholders of the VIE shall promptly give all considerations they received from the exercise of the options to Puxin Education, Purong Information or a designated third party of Purong Information. Without Purong Information’s prior written consent, the VIE and its shareholders shall not enter into any major contract or transfer any equity of the VIE. Without Purong Information’s prior written consent, the VIE and its shareholders shall not sell, transfer, license or otherwise dispose of any of the VIE’s assets or allow any encumbrance of any assets, except for the disposal or the encumbrances of the assets that are treated as necessary for their daily business operations with the value of the assets involved in a single transaction not exceeding RMB100. The VIE shall not be dissolved or liquidated without the written consent by Purong Information. This agreement shall remain in effect upon expiry or early termination of this agreement.

F-10

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES-continued

The VIE arrangements-continued

Powers of Attorney

Pursuant to the powers of attorney executed by the VIE and the VIE’s shareholders, each of them irrevocably authorized Purong Information to act on their respective behalf as exclusive agent and attorney, to the extent permitted by law, with respect to all rights of shareholders concerning all the equity interest and sponsor interest held by each of them in the VIE or its subsidiaries, including but not limited to proposing to convene or attend shareholder meetings, board meetings or council meetings, signing the resolutions and minutes of such meetings, exercising all the rights as shareholders or sponsors (including but not limited to voting rights, nomination rights, appointment rights, the right to receive dividends and the right to sell, transfer, pledge or dispose of all the equity or the sponsor interest held in part or in whole).

Spousal Consent Letters

Pursuant to the spousal consent letters executed by the spouses of certain shareholders of the VIE, the signing spouses confirm and agree to the execution of the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the equity pledge agreement described above by the applicable shareholders. They further undertake not to hinder the disposal of the equity and not to make any assertions in connection with the equity of the VIE held by the applicable shareholders, and confirm that the applicable shareholders can perform the relevant transaction documents described above and further amend or terminate such transaction documents without the authorization or consent from such spouse. The spouse of each applicable shareholder agrees and undertakes that if he/she obtains any equity of the VIE held by the applicable shareholders for any reasons, he/she would be bound by the transaction documents described above.

Letters of Commitment

Pursuant to the letters of commitment executed by the shareholders of Shanghai Trustbridge Investment Management Co., Ltd. (“Shanghai Trustbridge”) and the partners of Tianjin Puxian Education Technology LLP (“Puxian”) and Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership (“Ningbo Zhimei”), which are the shareholders of the VIE, all the shareholders of Shanghai Trustbridge and all the partners of Puxian and Ningbo Zhimei irrecoverably promise that they will not pledge, sell or dispose of the equity interest or the partnership interest in Shanghai Trustbridge, Puxian or Ningbo Zhimei held by them, respectively, grant a security interest or a priority right in such equity interest or partnership interest to any third party or enter into any transactions with the same economic results that may affect the priority of the equity pledge and the stable implementation of structural contracts, including the exclusive call option agreement, the exclusive management service and business cooperation agreement, the equity pledge agreement, the powers of attorney and the loan agreement.

(iii) Risks in relation to VIE structure

The Company believes that the contractual arrangements with Puxin Education and its shareholders are in compliance with existing PRC laws and regulations and are legally enforceable. However, the contractual arrangements are subject to risks and uncertainties, including:

• Puxin Education and its shareholders may have or develop interests that conflict with the Group’s interests, which may lead them to pursue opportunities in violation of the aforementioned contractual agreements. If the Group cannot resolve any conflicts of interest or disputes between the Group and the shareholders of Puxin Education, the Group would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

F-11

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES-continued

The VIE arrangements-continued

• Puxin Education and its shareholders could fail to obtain the proper operating licenses or fail to comply with other regulatory requirements. As a result, the PRC government could impose fines, new requirements or other penalties on the VIE or the Group, mandate a change in ownership structure or operations for the VIE or the Group, restrict the VIE or the Group’s use of financing sources or otherwise restrict the VIE or the Group’s ability to conduct business.

• The PRC government may declare the aforementioned contractual arrangements invalid. They may modify the relevant regulations, have a different interpretation of such regulations, or otherwise determine that the Group or the VIE have failed to comply with the legal obligations required to effectuate such contractual arrangements.

• If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government may restrict or prohibit the Group’s business and operations in China.

The Group’s ability to conduct its business may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Group may not be able to consolidate Puxin Education and its subsidiaries and schools in the consolidated financial statements as the Group may lose the ability to exert effective control over Puxin Education and its shareholders, and the Group may lose the ability to receive economic benefits from Puxin Education.

The Group’s business has been directly operated by the VIE and its subsidiaries and schools. As of December 31, 2019 and 2020, the VIE and its subsidiaries and schools accounted for an aggregate of 75.8% and 70.7%, respectively, of the Group’s consolidated total assets, and 88.0% and 83.7% respectively of the Group’s consolidated total liabilities.

The following financial information of the VIE and VIE’s subsidiaries and schools after the elimination of inter-company transactions and balances as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 was included in the accompanying consolidated financial statements:

	As of December 31,
	2019		2020
	RMB		RMB
Cash and cash equivalents		238,907		37,843
Prepaid expenses and other current assets		88,571		78,425
Total current assets		340,789		147,148
Total assets		3,569,949		3,264,946
Total current liabilities		3,035,344		2,762,722
Total liabilities		3,914,723		3,513,374

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Net revenues		2,219,638			3,094,044			2,897,010
Net (loss) income		(254,754	)		(31,712	)		149,378
Net cash (used in) generated from operating activities		(81,041	)		142,437			(49,168	)
Net cash used in investing activities		(156,917	)		(219,186	)		(54,383	)
Net cash generated from (used in) financing activities		20,505			83,361			(82,301	)

There are no consolidated VIE’s assets that are collateral for the VIE’s obligations and which can only be used to settle the VIE’s obligations. No creditors (or beneficial interest holders) of the VIE have recourse to the general credit of the Company or any of its consolidated subsidiaries. No terms in any arrangements, considering both explicit arrangements and implicit variable interests, require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE ever needs financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to the VIE through loans to the shareholders of the VIE or entrustment loans to the VIE.

F-12

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and use of estimates

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. Actual results may differ from those estimates. The Group bases its estimates on past experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Significant accounting estimates reflected in the Group’s financial statements include, but are not limited to, valuation allowance for deferred tax assets, useful lives of property, plant and equipment and intangible assets, impairment assessment of long-lived assets and goodwill, valuation of share-based compensation and payments, purchase price allocation for business acquisition and valuation of ordinary shares, convertible notes, derivative liabilities and warrants. Actual results may differ materially from those estimates.

Principles of consolidation

The accompanying consolidated financial statements include the financial information of the Group. All intercompany balances and transactions have been eliminated.

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business is dependent on, among other things, the Group’s ability to generate sufficient cash flows from operations, and the Group’s ability to arrange adequate financing arrangements.

The Group had recurring losses in the past three years and had working capital deficit as of December 31, 2020. Prior to the consideration of the management’s plans articulated below, these factors may raise substantial doubt about the Group’s ability to continue as a going concern for the foreseeable future.

The Group obtained proceeds from financing activities in an aggregate amount of USD89,000 from the issuance of convertible notes in February and March 2021 (Note 26) and, is negotiating for additional funds from further financing sources. In addition, the Group also secured credit facility in an amount of RMB200,000 from a third party in April 2021 (Note 26) which can be drawn down when necessary. Therefore, as of the date issuance of these financial statements, management is of the opinion that the Group will be able to satisfy its liabilities as they become due in the next twelve months, and accordingly, these consolidated financial statements are prepared on a going concern basis.

Business combinations

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.

Fair value

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

F-13

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Financial instruments

The Group’s financial instruments consist primarily of cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties, bank borrowings, loans payable to third parties, promissory notes and derivative liabilities.

The carrying amounts of cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties and bank borrowings approximate their fair values due to short-term maturities. The carrying amount of loans payable to third parties approximates fair value as its interest rates are at the same level of current market yield for comparable debts.

Convenience translation

The Group’s business is primarily conducted in China and all of the revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the exchange rate as of balance sheet date, for the convenience of the readers. Translations of balances in the consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, change in equity and cash flows from RMB into USD as of and for the year ended December 31, 2020 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB6.5250, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2020. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2020, or at any other rate.

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand, which have original maturities of three months or less when purchased and are subject to an insignificant risk of changes in value. The carrying value of cash equivalents approximates market value.

Restricted cash

Restricted cash represents cash deposits in restricted bank accounts, required by local regulations for operating schools or pledged as collateral for bank borrowings. The deposits in restricted bank accounts cannot be withdrawn until these schools are closed or bank borrowings are fully repaid. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement.

Inventories

Inventories, mainly consisting of textbooks, are stated at the lower of cost or net realizable value. Cost is determined using the weighted average cost method.

Loan receivables

Loan receivables are measured at amortized cost with interest accrued based on the contract rate. The Group evaluates the credit risk associated with the loans, and estimates the cash flow expected to be collected over the life of loans on an individual basis based on the Group’s past experiences, the borrowers’ financial position, their financial performance and their ability to continue to generate sufficient cash flows. A valuation allowance will be established for the loans unable to collect. No valuation allowance has been recorded for the years ended December 31, 2018, 2019 and 2020 based on the result of the assessment.

F-14

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Property, plant and equipment, net

Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:

Category	Estimated useful life
Buildings	37 years
Electronic equipment	3 years
Motor vehicles	5 years
Furniture and education equipment	5 years
Leasehold improvement	Shorter of lease term or estimated economic life

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the assets and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statement of operations.

Goodwill and intangible assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows.

Goodwill is not subject to amortization, but is tested for impairment on an annual basis at the end of the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Group first performs a qualitative assessment to determine whether further impairment testing is necessary. If the qualitative assessment above indicates that it is more likely than not that the fair value of the Group’s reporting unit is less than its carrying value, a quantitative impairment test shall be used to compare the fair value to the carrying value. An impairment charge is recorded if the carrying value exceeds the fair value. There was no impairment of goodwill recorded for the years ended December 31, 2018, 2019 and 2020, respectively. 

Acquired intangible assets other than goodwill consist of student base, definite trademark, relationship with partnership school and franchise agreements, which are carried at cost, less accumulated amortization and impairment. The amortization periods are as follows:

Category	Amortization periods
Student base		2.2 - 7 years
Trademark		5.4 years & Indefinite
Relationship with partnership school		6.4 years
Franchise agreement		3.4 years

F-15

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Goodwill and intangible assets-continued

The Group has determined that certain trademarks do not have determinable useful lives. Consequently, the carrying amounts of the trademarks are not amortized but are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Such impairment test consists of a comparison of the fair values of the trademarks with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trademarks exceed their fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets.

Impairment of long-lived assets

The Group’s long-lived assets consist primarily of intangible assets with definite lives, property, plant and equipment and operating lease right-of-use assets. The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets. The Group did not record any impairment losses on its long-lived assets during the years ended December 31, 2018, 2019 and 2020.

Revenue recognition

On January 1, 2018, the Group adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) applying the modified retrospective method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Group recorded a net reduction to opening accumulated deficit of RMB48,316 as of January 1, 2018 due to the cumulative impact of adopting Topic 606.

Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that the Group expects to receive in exchange for those goods or services.

The following table presents the Group’s revenues disaggregated by revenue sources. The Group’s revenue is reported net of discounts, value added tax and surcharges.

	For the years ended December 31,
	2018		2019		2020
	RMB		RMB		RMB
Services:
K-12 tutoring services - group class		817,843		1,103,607		1,153,658
K-12 tutoring services - personalized		364,554		553,654		580,533
K-12 tutoring services - full-time		—		286,593		472,082
Study-abroad test preparation services		860,687		941,537		553,647
Study-abroad consulting services		185,033		218,567		143,995
Total net revenues		2,228,117		3,103,958		2,903,915

F-16

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Revenue recognition-continued

The following is a description of principal activities from which the Group generates revenue and related revenue recognition policies.

(i) K-12 tutoring services

The Group offers various types of after-school tutoring services to help students improve their academic performance and qualify for their desired schools and universities. The after-school tutoring services primarily consist of group class courses, personalized tutoring courses and full-time tutoring courses. The K-12 tutoring services are accounted for as a single performance obligation. Tuition fees are generally collected in advance and are initially recorded as deferred revenue. Deferred revenue is recognized proportionately as the tutoring sessions are delivered. Tuition refunds are provided to students if they decide within the trial period that they no longer want to take the course. For some K-12 courses, the Group also offers refunds for any remaining classes to students who withdraw from the course. The refund is equal to the amount related to the undelivered classes. The Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method.

(ii) Study abroad tutoring services

• Study-abroad test preparation services

The Group offers study abroad test preparation services to help students prepare for admission tests for high schools, universities and graduate programs in other countries. Tutoring fees are collected in advance and are initially recorded as deferred revenue which is recognized proportionately as the tutoring sessions are delivered. Students are entitled to certain trial class of the purchased course and course fee is fully refundable if a student decides within the trial period not to take the remaining course. For some study-abroad test preparation courses, the Group also offers refunds for any remaining classes to students who withdraw from the course. The study-abroad test preparation services are accounted for as a single performance obligation.

• Study-abroad consulting services

The Group offers study abroad consulting services to provide quality advisory guidance for students who intend to study abroad. The Group charges each student an up-front prepaid fee based on the scope of consulting services requested by the student. Portion of the prepaid service fees are refundable if the student does not successfully gain admission, which are accounted for as variable consideration under Topic 606. The study-abroad consulting services are accounted for as a single performance obligation. The Group estimates the variable consideration to be earned and recognizes revenue over the service period.

Remaining performance obligation represents the transaction price under the contracts of study-abroad consulting services for which services have not been fully performed. As of December 31, 2020, the aggregate amount of the transaction price allocated for the remaining performance obligations was RMB125,605. The Group expects to recognize revenue RMB100,500 and RMB19,677 on the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder of RMB5,428 to be recognized thereafter.

The contract liability consists of deferred revenue and refund liability.

Arrangements with multiple performance obligations

The Group’s contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates revenues to each performance obligation based on its relative standalone selling price. The Group generally determines standalone selling prices based on the prices charged to customers.

F-17

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Revenue recognition-continued

Practical expedients and exemptions

The Group incurs sales commissions primarily for K-12 tutoring services and study-abroad test preparation services which are expensed when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses. 

The Group does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Group recognizes revenue at the amount to which it has the right to invoice for services performed.

Deferred revenue

Deferred revenue primarily consists of tuition fees and consulting service fees received from customers for which the Group’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met.

Value added taxes

The Group’s certain subsidiaries and schools are subject to VAT at the rate of 3%, as small scale VAT payer, and the remaining subsidiaries and schools are subject to VAT at the rate of 6%, as general VAT payer. The net VAT balance between input VAT and output VAT is recorded as accrued expenses and other current liabilities in the Group’s consolidated financial statements.

Since May 2016, in accordance with Cai Shui [2016] No. 68, the nonacademic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Therefore, the Group’s nonacademic educational programs and services in short-term training schools which were previously subject to business tax are now subject to VAT.

Since January 2020, in accordance with Cai Shui [2020] No.8, due to the COVID-19 pandemic, the VAT on certain services was temporarily exempted for the calendar year 2020. For the year ended December 31, 2020, VAT exemption of RMB86,212 was recognized as other income in the Group’s consolidated statements of operations.

Leases

The Group adopted Topic 842 on January 1, 2019 using the modified retrospective transition approach allowed under ASU 2018-11, without adjusting the comparative periods presented. The Group leases offices and schools in different cities in the PRC under operating leases. The Group determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at the lease commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Group estimates its incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to its own. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing rent expense when the lessor makes the underlying asset available to the Group. The Group’s leases have remaining lease terms of up to ten years. After considering the factors that create an economic incentive, the Group did not include renewal option periods in the lease term for which it is not reasonably certain to exercise.

F-18

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Income taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Share-based compensation

The Group measures the cost of employee share options based on the grant date fair value of the award and recognizes compensation cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options, the Group recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date. The Group elects to recognize forfeitures when they occur.

Comprehensive loss

Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss.

Net loss per share

Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common share equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the Company’s share incentive plan which are included under the treasury share method when dilutive, (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible notes, which are included under the if-converted method when dilutive, and (iii) convertible redeemable participating preferred shares, which are included under the if-converted method when dilutive.

The Group’s convertible redeemable participating preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group uses the two-class method whereby undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares to the extent that each class may share in income for the period; whereas the undistributed net loss for the period is allocated to ordinary shares only because the convertible redeemable participating preferred shares are not contractually obligated to share the loss.

The computation of diluted net loss per share for the years ended December 31, 2018, 2019 and 2020 does not include common share equivalents, since such inclusion would be anti-dilutive.

Contingency

The Group is subject to lawsuits, investigations and other claims related to the operation of its schools. The Group is required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses and fees.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

F-19

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Significant risks and uncertainties

Foreign currency risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies, international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group’s cash and cash equivalents and restricted cash denominated in RMB amounted  to RMB281,450 and RMB73,805 as of December 31, 2019 and 2020, respectively.

Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and prepayment and other current assets. As of December 31, 2019 and 2020, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC.

Recent accounting pronouncements not yet adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the following exceptions:1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes by doing: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax; 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction; 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority; 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date; and 5) making minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Group is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group's fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Group is currently in the process of evaluating the impact of adopting ASU 2020-06 on its consolidated financial statements and related disclosure.

F-20

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-continued

Newly adopted accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). In April 25, 2019, ASU 2016-13 was updated with ASU 2019-04, which clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments. ASU 2019-04 provides certain alternatives for the measurement of the allowance for credit losses (ACL) on accrued interest receivable (AIR). These measurement alternatives include (1) measuring an ACL on AIR separately, (2) electing to provide separate disclosure of the AIR component of amortized cost as a practical expedient, and (3) making accounting policy elections to simplify certain aspects of the presentation and measurement of such AIR. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-04 related to ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, and interim periods therein. An entity may early adopt ASU 2019-04 in any interim period after its issuance if the entity has adopted ASU 2016-13. The Group adopted Topic 326 on January 1, 2020 using the modified retrospective approach and the adoption did not have a material impact on the Group’s consolidated financial statements.

In January 2017, FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment. Under the new accounting guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will perform its goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value but not to exceed the total amount of the goodwill of the reporting unit. In addition, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment, if applicable. The provisions of the new accounting guidance are required to be applied prospectively. The new accounting guidance is effective for the Company for goodwill impairment tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The Group adopted this ASU on January 1, 2020 and the adoption had no impact on the Group’s consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities. ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Group adopted Topic 810 on January 1, 2020 the adoption had no impact on the Group’s consolidated financial statements.

F-21

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION

Acquisition of Shandong Zengyu Trading Co., Ltd (“Shandong Zengyu”)

On November 1, 2018, the Group acquired 100% equity interests in Shandong Zengyu. The total consideration for the acquisition of Shandong Zengyu amounted to RMB77,000 in cash.

Shandong Zengyu operates K-12 tutoring services in the PRC. The acquisition of Shandong Zengyu’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Prepaid expenses and other current assets		37,169
Property, plant and equipment, net		1,241			3-5 years
Rental deposits		290
Accrued expenses and other current liabilities		(2,219	)
Deferred revenue		(35,534	)
Intangible assets-student base		6,700			2.2 years
Deferred tax liabilities		(1,675	)
Goodwill		71,028
Total		77,000

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

F-22

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Other acquisitions in 2018

In 2018, the Group acquired 100% equity interest in Jinan Lixia Wise Tutoring School Ltd and acquired tutoring business from third parties (collectively “Other 2018 Acquirees”). The total consideration for the acquisitions of Other 2018 Acquirees amounted to RMB19,986 which included RMB19,266 in cash and the rest was in the form of warrant. The warrant was issued by Long belief Limited, a shareholder of the Company, to purchase 49,348 ordinary shares of the Company. Long belief Limited is a shareholding platform for acquisitions. Refer to Note 18. The warrant was recorded at fair value and accounted for as shares consideration of the acquisition paid by the Company itself.

These acquired entities are in the operation of K-12 tutoring services and study abroad tutoring services in the PRC. The acquisitions of Other 2018 Acquirees’ training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

These transactions were considered business acquisitions and therefore were recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisitions. The purchase price for the acquisition was allocated as follows:

	Amount			Amortization period
	RMB
Cash and cash equivalents		54
Prepaid expenses and other current assets		8,504
Restricted cash		200
Accrued expenses and other current liabilities		(769	)
Deferred revenue		(8,704	)
Intangible assets-student base		1,100			3.5 years
Deferred tax liabilities		(275	)
Goodwill		19,876
Total		19,986

The tangible and intangible assets valuation for the acquisitions disclosed above was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs. 

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from these acquisitions.

F-23

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Acquisition of Beijing Xiaoze Education Technology Co., Ltd. (“Beijing Xiaoze”)

On July 1, 2019, the Group acquired 100% equity interests in Beijing Xiaoze. The total consideration for the acquisition of Beijing Xiaoze amounted to RMB170,000 in cash.

Beijing Xiaoze operates K-12 tutoring services in the PRC. The acquisition of Beijing Xiaoze’s training centers, with its well-known brand and teaching team, would further enhance the Group’s ability to provide high quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		20,057
Inventories		1,508
Prepaid expenses and other current assets		52,596
Property, plant and equipment, net		205			3-5 years
Operating lease right-of-use assets		63,652
Accrued expenses and other current liabilities		(1,392	)
Deferred revenue		(108,406	)
Operating lease liabilities		(58,621	)
Intangible assets - trademark		43,700			Indefinite
Deferred tax liabilities		(10,925	)
Goodwill		167,626
Total		170,000

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

F-24

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Acquisition of Xi’an Intest Management Consulting Co., Ltd. (“Xi’an Intest”)

On July 9, 2019, the Group acquired 100% equity interests in Xi’an Intest. The total consideration for the acquisition of Xi’an Intest amounted to RMB113,000 in cash.

Xi’an Intest operates K-12 tutoring services in the PRC. The acquisition of Xi’an Intest’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		22,245
Prepaid expenses and other current assets		47
Rental deposits		464
Property, plant and equipment, net		2,074			3-5 years
Operating lease right-of-use assets		45,269
Accrued expenses and other current liabilities		(6,072	)
Deferred revenue		(45,581	)
Operating lease liabilities		(41,469	)
Intangible assets - student base		15,700			3.5 years
Deferred tax liabilities		(3,925	)
Goodwill		124,248
Total		113,000

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

F-25

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Acquisition of Dalian Keyuan Culture Consulting Co., Ltd. (“Dalian Keyuan”)

On November 29, 2019, the Group acquired 100% equity interests in Dalian Keyuan. The total consideration for the acquisition of Dalian Keyuan amounted to RMB171,950 in cash.

Dalian Keyuan operates K-12 tutoring services in the PRC. The acquisition of Dalian Keyuan’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		8,223
Prepaid expenses and other current assets		64,330
Rental deposits		931
Property, plant and equipment, net		1,204			3-5 years
Operating lease right-of-use assets		37,780
Accrued expenses and other current liabilities		(6,280	)
Deferred revenue		(67,415	)
Bank borrowing		(4,500	)
Operating lease liabilities		(32,333	)
Intangible assets - student base		12,600			4.1 years
Deferred tax liabilities		(3,150	)
Goodwill		160,560
Total		171,950

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

F-26

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Other acquisitions in 2019

In 2019, the Group acquired 100% equity interests of ten companies and schools from third parties (collectively “Other 2019 Acquirees”). The total consideration for the acquisitions of Other 2019 Acquirees amounted to RMB342,957 in cash.

These acquired entities are in the operation of K-12 tutoring services in the PRC. The acquisitions of Other 2019 Acquirees’ training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

These transactions were considered business acquisitions and therefore were recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisitions. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		14,329
Prepaid expenses and other current assets		105,367
Rental deposits		1,155
Restricted cash		1,951
Property, plant and equipment, net		1,990			3-5 years
Operating lease right-of-use assets		69,970
Accrued expenses and other current liabilities		(6,595	)
Deferred revenue		(148,484	)
Operating lease liabilities		(62,772	)
Intangible assets - student base		8,500			2.6-3.6 years
Deferred tax liabilities		(2,125	)
Goodwill		359,671
Total		342,957

The tangible and intangible assets valuation for the acquisitions disclosed above was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs. 

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from these acquisitions.

F-27

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Acquisition of Zhengzhou Youshili Education Consulting Co., Ltd (“Zhengzhou Youshili”)

On December 1, 2020, the Group acquired  100% equity interests in Zhengzhou Youshili at consideration in cash amounted to RMB50,306.

Zhengzhou Youshili operates K-12 tutoring services in the PRC. The acquisition of Zhengzhou Youshili’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		1,420
Inventories		168
Prepaid expenses and other current assets		33,683
Rental deposits		558
Property, plant and equipment, net		52			3-5 years
Operating lease right-of-use assets		23,413
Accrued expenses and other current liabilities		(655	)
Deferred revenue		(36,682	)
Operating lease liabilities		(21,925	)
Intangible assets - student base		3,600			4.1 years
Deferred tax liabilities		(900	)
Goodwill		47,574
Total		50,306

The tangible and intangible assets valuation for the acquisition disclosed above was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition. 

F-28

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

The following information summarizes the results of operations attributable to the acquisitions included in the Group’s consolidated statement of operations since the acquisition date:

	For the year ended December 31, 2018
	Shandong Zengyu			Others
	RMB			RMB
Net revenues		8,074			4,495
Net (loss)		(1,362	)		(27	)

	For the year ended December 31, 2019
	Beijing Xiaoze		Xi’an Intest			Dalian Keyuan		Others
	RMB		RMB			RMB		RMB
Net revenues		116,355		61,194			11,697		174,149
Net income (loss)		11,300		(1,740	)		758		33,460

	For the year ended December 31, 2020
	Zhengzhou Youshili
	RMB
Net revenues		5,800
Net income		249

Pro forma information of acquisitions  

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2017 and 2018 assuming that the acquisitions of Shandong Zengyu and Other 2018 Acquirees which were completed in 2018 occurred as of January 1, 2017. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results: 

	For the years ended December 31,
	2017			2018
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		1,392,146			2,317,937
pro forma net (loss)		(389,366	)		(824,909	)

F-29

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

3. BUSINESS ACQUISITION-continued

Pro forma information of acquisitions-continued

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2018 and 2019 assuming that the acquisitions of Beijing Xiaoze, Xi’an Intest, Dalian Keyuan and Other 2019 Acquirees which were completed in 2019 occurred as of January 1, 2018. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results:

 

	For the years ended December 31,
	2018			2019
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		2,928,589			3,481,809
pro forma net (loss)		(836,874	)		(516,704	)

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2019 and 2020 assuming that the acquisition of Zhengzhou Youshili which was completed in 2020 occurred as of January 1, 2019. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results:

	For the years ended December 31,
	2019			2020
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		3,185,922			2,970,758
pro forma net (loss)		(520,417	)		(37,745	)

4. DISPOSAL OF SUBSIDIARIES

In December 2020, the Group sold 100% equity interest in Tianjin Puxin Online School Education Technology Co., Ltd. (“Puxin Online School”) to a third party for cash consideration of RMB37,399, of which RMB35,529 had been received in December 2020. As of the disposal date, Puxin Online School had accumulated deficit resulting in the Group deriving a gain from the deconsolidation. The Group recognized disposal gain of RMB66,000 in the consolidated statements of operations for the year ended December 31, 2020. The disposal of Puxin Online School did not represent a strategic shift and did not have a major effect on the Group’s operation.

In April 2020, the Group disposed certain other insignificant subsidiaries and schools in Guangzhou, Shenyang and Hangzhou. The total cash consideration for the disposal of these subsidiaries and schools was RMB8,000. As of the disposal date, these subsidiaries and schools had accumulated deficit resulting in the Group deriving a gain from the deconsolidation, which totalled RMB60,968 and was recorded in the consolidated statements of operations for the year ended December 31, 2020. According to the disposal agreements, for the consideration of RMB8,000 together with the amounts due from the disposed subsidiaries and schools amounting to RMB58,000 (collectively the “Settlement Amount”), 10% shall be paid in 2021, 60% within 24 months, and 30% within 30 months. Therefore, 10% of the Settlement Amount was recorded in prepaid expenses and other current assets, and 90% of the Settlement Amount was recorded in other non-current assets of the consolidated balance sheets as of December 31, 2020.

F-30

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	As of December 31,
	2019		2020
	RMB		RMB
Prepaid service fees		68,913		55,683
Staff advances		20,067		17,430
Interest receivable		17,052		48,513
Receivable from disposal of subsidiaries		—		8,470
Others		11,116		11,798
		117,148		141,894

6. LOAN RECEIVABLES

In September 2019, the Group entered into loan agreements amounted to USD27,468 (equivalent to RMB191,230) with American Hebrew Academy, Inc. (“AHA”), a non-for-profit corporation. The annual interest rate was 18.0% and the term of the loan was 12 months. In February 2020, the Group and AHA amended the agreement where the maturity date of the loans to AHA was extended to September 6, 2021. During the year ended December 31, 2020, the Group loaned an additional USD4,290 (equivalent to RMB27,993) to AHA with the same interest rate and maturity date. The loans are secured by AHA’s real estate property located in North Carolina, the United States.

In April 2020, the Group also entered into a loan agreement amounted to RMB15,670 with a third party. The annual interest rate was 4.75% and the term of the loan was 12 months.

7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of December 31,
	2019			2020
	RMB			RMB
Buildings		87,792			87,792
Electronic equipment		87,658			91,524
Motor vehicles		9,149			8,111
Furniture and education equipment		46,132			48,173
Leasehold improvement		239,148			248,724
Total		469,879			484,324
Less: Accumulated depreciation		(171,160	)		(219,295	)
		298,719			265,029

Depreciation expenses were RMB57,696, RMB77,859 and RMB80,290 for the years ended December 31, 2018, 2019 and 2020, respectively.

F-31

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

8. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	As of December 31,
	2019			2020
	RMB			RMB
Student base		140,409			127,155
Trademark		216,100			216,100
Relationship with partnership school		5,300			5,300
Franchise agreement		4,400			4,400
Total		366,209			352,955
Less: Accumulated amortization		(101,669	)		(123,685	)
Accumulated impairment loss		—			(4,100	)
		264,540			225,170

Amortization expenses were RMB32,749, RMB34,938 and RMB34,266 for the years ended December 31, 2018, 2019 and 2020, respectively.

As of December 31, 2020, the Group expects to record amortization expenses related to intangible assets RMB21,359, RMB18,160, RMB4,804, RMB1,074 and RMB138 for the years ended December 31, 2021, 2022, 2023, 2024, 2025, respectively, and RMB 35 thereafter.

During the year ended December 31, 2020, the Group recognized an impairment loss of RMB4,100 on acquired intangible assets - trademark. The impairment was driven mainly by changes in forecast projections including a lower growth rate in revenues due to the COVID-19 outbreak.

9. GOODWILL

The Group has two reporting units that carry goodwill. The changes in carrying amount of goodwill for the years ended December 31, 2019 and 2020 were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Costs:
Beginning balance		1,243,817		2,055,922
Acquisition of subsidiaries and schools		812,105		47,574
Disposal of subsidiaries and schools		—		(20,345	)
Ending balance		2,055,922		2,083,151
Goodwill impairment loss		—		—
Goodwill, net		2,055,922		2,083,151

The Company performed goodwill impairment analysis as of December 31, 2020. When determining the fair value of reporting units, including K-12 tutoring services and study abroad tutoring services, the Company used a discounted cash flow model that included a number of significant unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) internal cash flows forecasts including expected revenue growth, operating margins and estimated capital needs, (b) an estimated terminal value using a terminal year long-term future growth rate determined based on the growth prospects of the reporting unit; and (c) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant risk associated with the reporting unit’s operations and the uncertainty inherent in the Company’s internally developed forecasts.

Based on the Company’s assessment as of December 31, 2020, the fair value of K-12 tutoring services and study abroad tutoring services reporting units exceeded its carrying value, respectively. The Group did not record impairment of goodwill for the years ended December 31, 2018, 2019 and 2020.

As disclosed in Note 4, the Group disposed certain insignificant subsidiaries and schools, a portion of goodwill associated with the disposed subsidiaries and schools was included in the carrying amount of the disposed subsidiaries and schools in determining the gain on disposal. The amount of goodwill included in that carrying amount was based on the relative fair values of the business that was disposed of and the portion of the reporting unit that was retained. 

F-32

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The components of accrued expenses and other current liabilities were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Consideration payable in connection with business acquisitions		376,187		191,431
Salary and welfare payable		335,024		258,635
Refund liabilities (Note a)		137,510		147,093
Accrued expenses		61,962		129,900
Other tax payable		25,060		12,531
Interest payable		20,342		23,530
Payables for purchase of property, plant and equipment		16,113		8,759
Others		11,517		13,015
		983,715		784,894

Note a: Refund liabilities represented estimated amounts of service fee collected that may be subject to refund to the customers related to K-12 tutoring services and study abroad tutoring services.

11. BANK BORROWINGS

In  April 2019, Puxin Education entered into a bank borrowing agreement amounted to RMB41,000 with Xiamen International Bank. The annual interest rate was 7.0% and the term of the bank borrowing was 6 months. The buildings of Beijing GEDU were mortgaged as collateral for the borrowing. As of December 31, 2019, the bank borrowing was fully repaid at maturity date.  

In 2019, Puxin Education entered into a series of borrowing agreements amounted to RMB408,600 with Shanghai Pudong Development Bank (“SPD Bank”). The annual interest rate was 4.35% and the terms of the bank borrowings were 6-12 months. Deposits amounted to USD50,000 (equivalent to RMB348,090), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings. As of December 31, 2019, bank borrowings amounted to RMB94,500 were repaid at the maturity date. As of December 31, 2020, the remaining amount, at RMB314,100, was fully repaid at the maturity date.

In 2020, Puxin Education entered into a series of borrowing agreements amounted to RMB660,000 with SPD Bank. The annual interest rate ranged from 4.27% to 5.22% and the terms of the bank borrowings were 12 months. Deposits amounted to USD78,850 (equivalent to RMB514,496), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings amounted to RMB500,000. The buildings of Beijing GEDU were mortgaged as collateral for the borrowings amounted to RMB160,000. As of December 31, 2020, RMB80,000 of the bank borrowings was repaid at the maturity date.

In March 2020, Beijing Haidian Puxin Training School entered into a bank borrowing agreement amounted to RMB5,000 with China Everbright Bank. The annual interest rate was 4.05% and the term of the bank borrowing was 12 months. Puxin Education is the guarantor under the bank borrowing agreement.

In June 2020, Nanjing Innovation School entered into a bank borrowing agreement amounted to RMB10,000 with Industrial and Commercial Bank of China. The annual interest rate was 4.35% and the term of the bank borrowing was 6 months. Puxin Education is the guarantor under the bank borrowing agreement. As of December 31, 2020, the bank borrowing was fully repaid at maturity date.

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB1,148, RMB13,269 and RMB22,049 for these bank borrowings, respectively.

F-33

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

12. LOANS PAYABLE TO THIRD PARTIES

In 2019, Puxin Education issued secured debts amounted to RMB384,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. The annual interest rate ranged from 7.0% to 9.5% and the terms of the secured debts were 3-12 months. Taiyuan Puxin Culture and Arts Co., Ltd (“Taiyuan Puxin Arts”), Shanghai Global Career Education & Technology Holdings Limited (“Shanghai GEDU”), Mr. Yunlong Sha and Ms. Wenjing Song were joint guarantors under the agreements, 100% equity interests of a certain subsidiary and tuition collection rights of certain schools were pledged for the secured debts. Secured debts amounted to RMB133,200 were repaid at maturity date as of December 31, 2019 and the remaining amount, at RMB250,900, was fully repaid as of December 31, 2020.

The Group entered into other three loan agreements in a total amount of RMB162,938 with a group of lenders in 2019. The annual interest rate ranged from nil to 14% and the terms of the loans ranged from 6 months to 12 months. Mr. Yunlong Sha was guarantor under the loan agreements, and tuition collection rights of certain schools were pledged for the loans. Loans amounted to RMB42,052 were repaid at maturity date as of December 31, 2020. The maturity date of loans amounted to RMB100,000 and RMB20,886 were extended to May 2021 and June 2022, according to each of respective amendment agreements.

In 2020, Puxin Education issued secured debts amounted to RMB106,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. The annual interest rate ranged from 7.0% to 9.2% and the terms of the secured debts were 3-12 months. Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song are joint guarantors under the agreements, and tuition collection rights of certain schools were pledged for the secured debts. Secured debts amounted to RMB19,500 were repaid at maturity date as of December 31, 2020.

The Group entered into other six loan agreements in a total amount of RMB220,046 with a group of lenders in 2020. The annual interest rate ranged from nil to 15% and the terms of the loans ranged from 12 months to 36 months. Mr. Yunlong Sha is guarantor under the loan agreements, and 70% equity interests of a subsidiary was pledged for one of the loans. One loan agreement defines events of default including, but not limited to, the entry of one or more judgments against Prepshine HK or Mr. Yunlong Sha (the “Borrowers”) by any court, tribunal, arbitration, or any other legal proceeding calling for the payment by any Borrower of more than USD10,000 in the aggregate. Loans amounted to RMB2,501 were repaid at maturity date as of December 31, 2020.

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB2,433, RMB20,451 and RMB39,336 for the loans, respectively.

F-34

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

13. CONVERTIBLE NOTES

Notes issued to Huazhong

In June 2017, Puxin Education and Mr. Yunlong Sha entered into a convertible note investment agreement with Jiangyin Huazhong Investment Management Co., Ltd. (“Huazhong”). Pursuant to this agreement, Huazhong provides a credit facility in an amount up to RMB300,000 to Puxin Education and has the right to elect to convert the unpaid and outstanding amount under the credit facility into ordinary shares of Puxin Limited upon its initial public offering. The conversion price per ordinary share will be equal to 90%, 80% and 70% of the public offering price of the ordinary shares if the public offering application is submitted before or by December 31, 2018, between January 1 and December 31, 2019, or between January 1 and December 31, 2020, respectively. If IPO fails to occur before or by December 31, 2020, the note could be converted to shares. In July 2017, November 2017 and February 2018, Puxin Education had drawn down a principal amount totaled at RMB190,000 under the credit facility. The note bears a simple annual interest rate of 12% and has a maturity term of 22 months since the date the issuer received the first proceed and can be extended for another 36 months. Pursuant to the agreement, Puxin Education committed to guarantee Huazhong an Internal Rate of Return (“IRR”) of no less than 18% per annual if Huazhong chooses to withdraw earlier or by the 58th month of investment. Puxin Education is obligated to pay the compensation amount equals to the shortfall to Huazhong. However, if for 20 consecutive trading days, the weighted average trading price provides Huazhong an IRR of above 30%, Puxin Education is no longer liable for the compensation. In the event of (1) certain misconduct by the Company, (2) the Company establishes the planned VIE structure in contemplating a IPO overseas and the Huazhong decided not to convert the note into the shares of the Company, or (3) the total net profits in aggregation of the Company from 2017 to 2019 is less than RMB950,000, Huazhong has the option to demand Puxin Education to redeem the note at a price equal to the principal amount plus any accrued unpaid interest at a rate of 18% per annum. The fair value option was elected for the convertible note.

In February 2018, the Company entered into an amendment agreement with Huazhong, Mr. Yunlong Sha, Puxin Education and China Central International Asset Management Co., Ltd. (“China Central International”, Huazhong’s related party company). Pursuant to the amendment agreement, Huazhong waived its conversion rights to the note, in return, the Company issued warrants to China Central International, with the total exercise amount equal to the convertible note of RMB190,000 issued by Puxin Education to Huazhong. The exercise price of warrants is the same as the conversion price stipulated in the original convertible note agreement. These warrants shall be exercisable (i) from the completion of an IPO and the expiration of three months lock-up period that China Central International is subject to; or (ii) after December 31, 2020.

The amendment of the convertible note to Huazhong was accounted for as an extinguishment of the original convertible note, and issuance of a new note and warrants. With the assistance from an independent third party appraiser, as of the amendment date, the fair value of the original convertible note, the new note and the warrants were RMB207,300, RMB193,400 and RMB14,800, respectively. A loss of RMB900 was recorded in the consolidated statements of operations for the year ended December 31, 2018, which was measured as the difference between the reacquisition price of convertible notes (represented by the fair value of the new note and the warrants) and the carrying amount of the extinguished convertible note.

Loss on changes in the convertible note’s fair value of RMB7,100 from January 1, 2018 to the amendment date were recorded in the consolidated statements of operations for the year ended December 31, 2018. Pursuant to the warrants agreement, up until the 58th month from the original date of drawdown, if the aggregate profit received by the warrants holder in selling the warrants shares (the “Actual Return”) is less than a minimum return calculated based on certain formula (the “Minimum Return”), the Company shall cause Mr. Yunlong Sha and/or Puxin Education to compensate the warrants holder in cash for the difference between the Actual Return and the Minimum Return.

The warrants were recorded as a liability at fair value on issuance date, and subsequently marked to market at each reporting period end. As of December 31, 2018, the fair value of the warrants were RMB nil. Gain on changes in fair value of RMB14,800 were recorded in the consolidated statements of operations for the year ended December 31, 2018. No warrants were exercised or expired for the year ended December 31, 2018.

As described in Note 14, the warrants expired in March 2019 and Puxin Education fully repaid the new note of Huazhong in May 2019.

F-35

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

13. CONVERTIBLE NOTES-continued

Notes issued to Haitong

On August 4, 2017, Puxin Limited issued convertible note at the principle amount of USD25,000 (equivalent to RMB168,180) to Haitong International Investment Holdings Limited (“Haitong”). The note has a maturity term of 5 years since the date of the note. The convertible note bears a compound interest rate of 12% per annum. If the Company’s IPO occurs before or by June 30, 2019, the convertible note will be automatically converted into Puxin Limited ordinary shares upon completion of the IPO. The conversion price per ordinary share will be equal to 70%, 65% or 60% of the offering price of the ordinary shares if the IPO is completed before or by December 31, 2018, between January 1 and March 31, 2019, or between April 1 and June 30, 2019, respectively. If IPO fails to occur before or by June 30, 2019, the convertible note will be automatically converted into redeemable and convertible preferred shares on July 1, 2019 except that Haitong notifies the Company of its decision to choose repayment in cash for the principal and accrued interest at least 5 business days prior to June 30, 2019. If the Company contemplates a change-in-control transaction (“trade sale”) prior to full repayment of the note, Haitong shall have the right to (i) declare all indebtedness under this note become immediately due and payable in full on or prior to the closing of the trade sale; (ii) convert all such indebtedness into such number of converted preferred shares calculated by dividing the outstanding principal amount by the applicable preferred share conversion price on or prior to the closing of the trade sale. The Company elected the fair value option for the convertible note.

Upon the completion of the Company’s IPO, the convertible notes issued to Haitong automatically converted into 4,201,681 ordinary shares at the conversion price of USD5.95, which equal to 70% of the IPO price of the ordinary shares.

Loss on changes in fair value of USD6,714 (equivalent to RMB42,792), USD nil and USD nil were recorded in the consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020, respectively.

Notes issued to CICC

On September 29, 2017, Puxin Limited issued convertible note at the principle amount of USD23,000 (equivalent to RMB153,026) to CICC ALPHA Eagle Investment Limited (“CICC ALPHA”). The note bears a simple annual interest rate of 15% and has a maturity term of 4 years since the date of the note. If the Company’s IPO occurs before or by June 30, 2020, CICC ALPHA has the right to convert all or any part of the outstanding principal amount into ordinary shares upon completion of the IPO. The conversion price per ordinary share will be equal to 70% or 55% of the public offering price of the ordinary shares if the Company’s IPO is completed before or by June 30, 2019 or between July 1, 2019 and June 30, 2020, respectively. The portion of the outstanding principal amount that CICC ALPHA elects not to be converted into the Company’s ordinary share will be redeemed and repurchased by the Company on the completion of the IPO at a redemption price calculated based on a compound interest rate of 15% per annum. If IPO fails to occur before or by June 30, 2020, CICC ALPHA has the right to convert all or any part of the outstanding amount into preferred shares. In the event of default, CICC ALPHA may request the Company to immediately redeem the convertible note. Pursuant to the agreement, if after IPO, the IRR of the notes holder upon exit is below 25%, the founder Mr. Yunlong Sha should compensate CICC ALPHA for the shortfall (“Floor Return”). If the IRR of CICC ALPHA exceeds 30%, CICC ALPHA shall pay Mr. Yunlong Sha certain awards (“Founder Awards”). The features of Founder Awards and Floor Return are freestanding derivatives that are required to be separately accounted for as derivative liabilities under ASC 815. The Company elected the fair value option for the convertible note.

Upon the completion of the Company’s IPO, CICC ALPHA exercised its conversion right. The convertible notes issued to CICC ALPHA has been converted into 3,865,547 ordinary shares at the conversion price of USD5.95 which equal to 70% of the IPO price of the ordinary shares.

The convertible note consideration received were allocated between the convertible notes and two derivatives using the residual value method.

In 2020, CICC ALPHA and Mr. Yunlong Sha, the founder, settled the shortfall under the Floor Return obligation where the founder paid USD41,945 (equivalent to RMB293,861) to CICC ALPHA to purchase 3,865,547 ordinary shares of the Company and relieved the Company’s derivative liabilities. The Company recorded the extinguishment of the derivative liabilities as capital contribution from the founder.

As of December 31, 2018, 2019 and 2020, the fair value of the derivative liabilities was USD9,300 (equivalent to RMB63,942), USD24,740 (equivalent to RMB172,235) and USD nil, respectively. Loss on changes in fair value of derivative liabilities were USD6,500 (equivalent to RMB44,288), USD15,440 (equivalent to RMB104,589) and USD2,939 (equivalent to RMB20,917) recorded in the consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020. Loss on  changes  in fair value of the convertible note aggregated to USD8,217 (equivalent to RMB52,368), USD nil and USD nil were recorded in the consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020, respectively.

As part of the agreements with the noteholders, the Company and Puxin Education pledged certain equity interest of themselves and its subsidiaries of the Group as described in Note 23. The convertible notes agreements also contain covenants customary for a financing of this size and nature.

F-36

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

14. PROMISSORY NOTES

On August 4, 2017, the Company issued promissory note at the principle amount of USD25,000 (equivalent to RMB168,180) to Haitong. The note bears a simple annual interest rate of 8% and has a maturity term of 2 years from the date of issuance. In 2019, the Company entered into an amendment agreement with Haitong, the maturity date for half of the principal amounted to USD12,500 (equivalent to RMB87,023) shall be extended to August 4, 2020, the third anniversary of the issuance date of the original promissory note, and the maturity date for the other half of the principal amounted to USD12,500 (equivalent to RMB87,022) shall be extended to August 4, 2021, the fourth anniversary of the issuance date of the original promissory note. In 2020, the Company amended the agreement with Haitong, under which the maturity date for first half of the principal amounted to USD12,500 (equivalent to RMB87,023) shall be extended from August 4, 2020 to August 4, 2021. The note bears a simple annual interest rate of 10% for the extension period of the original promissory note.

As disclosed in Note 13, the amendment of the convertible notes to Huazhong was accounted for as an extinguishment of the original convertible notes and issuance of a new note at the same principal amount. For the new note, Puxin Education will repay the principle and interest to Huazhong as stipulated in the amendment agreement. The new note bears a simple annual interest rate of 12% and has a maturity term of 22 months since the original date the issuer received the first proceed and can be extended by Puxin Education for another 36 months. If China Central International exercises the warrant, it should surrender the warrant to the Company and make payment to the Company of an amount equal to exercise price in cash, within 5 business days upon the full payment of the principal and all the interests accrued on the principal, or at the option of China Central International, within 5 business days upon the Company’s receipt of the note of exercise. The warrants were expired in March 2019 and Puxin Education fully repaid the new note of Huazhong in May 2019.

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB32,026, RMB37,379 and RMB17,308 for the notes, respectively.

The carrying value of promissory notes approximate its fair value, as interest rate approximates market rate. The fair value of promissory notes was determined as present value of the notes using market interest rate. The promissory notes was categorized in Level 2 of the fair value hierarchy.

As part of the agreements with the noteholders, the Company and Puxin Education pledged certain equity interest of themselves and its subsidiaries of the Group as described in Note 23.  

15. FAIR VALUE MEASUREMENT

Measured or disclosed at fair value on a recurring basis

The Group measured its financial assets and liabilities, including cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties, bank borrowings, loans payable to third parties, promissory notes and derivative liabilities at fair value on a recurring basis as of December 31, 2019 and 2020. Cash and cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy because they are valued based on the quoted market price in an active market. The Group determines the fair value of derivative liabilities with the assistance of an independent third-party appraiser, based on Level 3 inputs. To determine the fair value of derivative liabilities, the Group used binomial model.

The key assumptions used in valuation of derivative liabilities are summarized in the table below:

	For the years ended December 31,
	2019			2020
Exit period		2019/12/31			2019/12/31
		–2020/12/31			–2020/6/30
Volatility		77	%		92	%

F-37

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

15. FAIR VALUE MEASUREMENT-continued

Measured or disclosed at fair value on a recurring basis-continued

	Fair Value Measurement as of December 31, 2019
	Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
		RMB		RMB		RMB		RMB
Cash and cash equivalents		256,763		—		—		256,763
Restricted cash		386,267		—		—		386,267
Promissory notes		—		174,045		—		174,045
Derivative liabilities		—		—		172,235		172,235
Total		643,030		174,045		172,235		989,310

	Fair Value Measurement as of December 31, 2020
	Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	RMB		RMB		RMB
Cash and cash equivalents		48,497		—		48,497
Restricted cash		540,310		—		540,310
Promissory notes		—		163,125		163,125
Total		588,807		163,125		751,932

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2018, 2019 and 2020: 

	Derivative liabilities
		RMB
Balance as of January 1, 2019		63,942
Changes in fair value		104,589
Exchange rate effect		3,704
Balance as of December 31, 2019		172,235
Changes in fair value		20,917
Extinguishment of derivative liabilities		(194,265	)
Exchange rate effect		1,113
Balance as of December 31, 2020		—

F-38

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

15. FAIR VALUE MEASUREMENT-continued

Measured or disclosed at fair value on a non-recurring basis

The Group measures goodwill at fair value on a nonrecurring basis when it is annually evaluated or whenever events or changes in circumstances indicate that carrying amount of a reporting unit exceeds its fair value as a result of the impairment assessments. The Group measures purchase price allocation at fair value on a nonrecurring basis as of the acquisition dates. The Group measures long-lived assets at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable as a result of the impairment assessments, the Group would recognize an impairment loss based on the fair value of the assets.

16. SHARE-BASED COMPENSATION

In December 2014, Puxin Education approved the 2014 Great Talent Share Incentive Plan (“2014 Great Talent Plan”) which provides for the grant of options to eligible employees of the Group. Under 2014 Great Talent Plan, the maximum aggregate number of units of equity interest of Puxin Education that may be issued shall not exceed 158,400,000. The term of the option shall not exceed 7 years from the date of the grant. The options will vest in accordance with the vesting schedules set out in the respective share option agreements with vesting period ranged from 0 to 5 years.

In conjunction with the reorganization, as disclosed in Note 1, the Company adopted the 2018 Great Talent Share Incentive Plan (“2018 Great Talent Plan”), which was approved by the board of directors of the Company to replace the 2014 Great Talent Plan. To facilitate the share incentive plan, the Company established an employee shareholding platform (the “Share Holding Platform”). The purpose of the Share Holding Platform is to allow employees of the Group to receive vehicle share incentives. Long favor Limited (“Long favor”), a British Virgin Islands company was established as a holding vehicle for the Group’s Share Holding Platform. Mr. Yun Xiao, a shareholder of the Company serves as the sole shareholder of the Share Holding Platform. Long favor has no activities other than administrating the plan and does not have any employees. On behalf of the Group and subject to approval of board of director of the Company, Mr. Yun Xiao, as the sole shareholder of Long favor, has the authority and responsibility to process the eligible participants to whom awards will be granted, number of shares, terms and conditions of such awards. All shares held by the Share Holding Platform are solely for purpose of future issuance of share incentive options to employees once they exercise, and have been treated as treasury shares in the consolidated financial statements.

The terms of the 2018 Great Talent Plan are substantially the same as those under the 2014 Great Talent Plan, except that the number of options and exercise price were adjusted on a diluted basis in accordance to the shares number of the Company upon the reorganization. As a result, none of the options terms were modified.

In February 2018, the Company approved the 2018 Grand Talent Share Incentive Plan (“2018 Grand Talent Plan”) which provides for the grant of options to eligible employees of the Group. Under 2018 Grand Talent Plan, the maximum aggregate number of shares that may be issued shall not exceed 16,400,000.

F-39

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

16. SHARE-BASED COMPENSATION-continued

In March 2018, the Company granted 16,400,000 options under the 2018 Grand Talent Plan for an exercise price of USD7.78 (RMB48.78). The term of the option is fixed and shall not exceed 10 years from the date of the grant. The options will vest in accordance with the vesting schedules set out in the respective share option agreements with vesting period ranged from 0 to 6 years.

In March 2019, the Company approved the 2019 Noble Talent Share Incentive Plan (“2019 Noble Talent Plan”) which provides for the grant of options to eligible employees of the Group. Under 2019 Noble Talent Plan, the maximum aggregate number of shares that may be issued shall not exceed 8,879,986.

In March 2019, the Company granted 8,879,986 options under the 2019 Noble Talent Plan for an exercise price of USD0.001 (RMB0.007). The term of the option is fixed and shall not exceed 7 years from the date of the grant. The options will vest in accordance with the vesting schedules set out in the respective share option agreements with vesting period of 2 months.

The Company determined the estimated fair value of the options on the respective grant dates using the binomial option pricing model with the assistance from an independent valuation firm, with the following assumptions used in the years ended December 31, 2018 and 2019. The Company did not grant options in the year ended December 31, 2020.

	For the years ended December 31,
Grant date	2018			2019
Risk-free interest rate		3.40	%		2.51	%
Volatility		46	%		55	%
Dividend yield		—			—
Exercise multiples		2.2-2.8			2.8
Life of options		7.0			7.0
Fair value of underlying ordinary shares		49.67			20.57

(1) Risk-free interest rate

Risk-free interest rate was estimated based on the daily treasury long term rate of the U.S. Treasury Department with a maturity period close to the expected term of the options, plus the country default spread of China.

(2) Volatility

The volatility of the underlying ordinary shares during the lives of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the options.

(3) Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the expected term of the options.

(4) Exercise multiples

Exercise multiple represents the value of the underlying share as a multiple of exercise price of the option which, if achieved, results in exercise of the option.

(5) Life of options

Life of options is extracted from option agreements.

(6) Fair value of underlying ordinary shares

Prior to the completion of initial public offering, the estimated fair value of the ordinary shares underlying the options as of the respective grant dates was determined based on a valuation with the assistance of a third party appraiser. The fair value of the underlying ordinary shares is determined based on the closing market price of the share after the completion of initial public offering in June 2018.

F-40

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

16. SHARE-BASED COMPENSATION-continued

The activity in stock options as of December 31, 2020 and changes during the year then ended is presented below:

	Outstanding options
	Number of options		Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value
Options outstanding at January 1, 2020		21,646,232		37.78		4.77		123,239
Granted		—		—
Exercised		428,182		3.42
Forfeited		1,317,461		40.53
Options outstanding at December 31, 2020		19,900,589		38.22		3.79		67,901
Options vested and expected to vest as of December 31, 2020		19,900,589		38.22		3.79		67,901
Option exercisable as of December 31, 2020		15,948,198		36.97		3.71		64,135

The weighted average grant date fair value for the years ended December 31, 2018 and 2019 were RMB24.20 and RMB20.56. Total intrinsic value of options exercised for the years ended December 31, 2018, 2019 and 2020 were RMB681, RMB255,728 and RMB7,298, respectively. The total fair value of options vested during the years ended December 31, 2018, 2019 and 2020 was RMB302,331, RMB220,040 and RMB25,911, respectively.

For share options that vest on grant date, the cost of award is expensed on the grant date. For the graded vesting share options, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. The Company recorded share-based compensation expenses of RMB345,503, RMB230,440 and RMB28,023 for the years ended December 31, 2018, 2019 and 2020, respectively. As of December 31, 2020, there was RMB30,874 of share-based compensation related to stock options that is expected to be recognized over a weighted average period of 2.48 years.

In November 2018, the Company granted 1,631,200 restricted shares to certain employees. These shares are fully vested and outstanding shares whose transferability is restricted for 6 months. Before the removal of such restrictions, the holders of the restricted shares shall be entitled to all rights and privileges of those of ordinary shareholders, and shall be entitled to voting rights and dividends. Therefore, these restricted shares are considered participating securities for the purpose of net loss per share calculation.

The grant-date value of a restricted share was USD2.6, which was determined based on the closing price of the Company’s American depositary shares (“ADSs”) on NYSE on November 20, 2018. The Company recorded share-based compensation expenses of USD4,241 (equivalent to RMB29,454) for the year ended December 31, 2018.

F-41

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

17. INCOME TAXES

The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. The Company’s subsidiary Prepshine HK is located in Hong Kong and is subject to an income tax rate of 16.5% for assessable profit earned in Hong Kong before or by March 2018, and an income tax rate of 8.25% for the first HK$2,000 of assessable profit while the standard income tax rate of 16.5% remains for profit exceeding HK$2,000 from April 2018 onwards.

The Company’s other subsidiaries, the VIE and the VIE’s subsidiaries and schools, which were entities incorporated in the PRC (the “PRC entities”) are subject to PRC Enterprise Income Tax (“EIT”), on the taxable income in accordance with the relevant PRC income tax laws, which have adopted a unified income tax rate of 25% except for a high and new technology enterprise (“HNTE”, which is subject to a tax rate of 15%) and some small low-profit enterprises (whose income will be counted in the taxable income at the half-reduced or quarter-reduced rate, and the enterprise income tax is calculated and paid at the 20% tax rate). In accordance with GuoKeFaHuo [2016] No.32, HNTE can enjoy a reduced income tax rate of 15%. Beijing Meikaida Education Technology Co., Ltd. (“Beijing Meikaida”) began to qualify as HNTE since 2016, renewed the qualification in 2020 and enjoy the tax rate of 15% in 2016, 2017, 2018 and 2020. Beijing GEDU began to qualify as HNTE since 2018 and enjoy the tax rate of 15% in 2018, 2019 and 2020. In accordance with Cai Shui [2019] No.13, during the period from January 1, 2019 to December 31, 2021, for small low-profit enterprises, the portion of less than RMB1,000 and the portion of more than RMB1,000 but less than RMB3,000 of the annual taxable income, will be included in the actual taxable income at 25% and 50% respectively, based on which the enterprise income tax payable will be calculated at the reduced tax rate of 20%.

The current and deferred components of the income tax expenses appearing in the consolidated statement of operations were as follows:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Current tax expenses		14,265			20,118			20,561
Deferred tax expenses		(8,943	)		(7,930	)		(11,366	)
		5,322			12,188			9,195

The principle components of deferred taxes were as follows:

	As of December 31,
	2019			2020
	RMB			RMB
Deferred tax assets:
Accrued expenses		42,443			33,946
Net operating loss carrying forwards		222,722			229,332
Total deferred tax assets		265,165			263,278
Less: Valuation allowance		(262,966	)		(259,756	)
Deferred tax assets, net		2,199			3,522

F-42

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

17. INCOME TAXES-continued

As of December 31, 2020, the Group had net operating loss carried forward of RMB949,175 from the Company’s PRC entities, which will expire on various dates from December 31, 2021 to December 31, 2030.

	As of December 31,
	2019		2020
	RMB		RMB
Deferred tax liabilities:
Acquired intangible assets		81,969		71,674
Total deferred tax liabilities		81,969		71,674

The reconciliation of the effective tax rate and the statutory income tax rate applicable to PRC operations was as follow:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Loss before income taxes		(828,087	)		(507,446	)		(27,465	)
Income tax benefit computed at an applicable tax rate of 25%		(207,022	)		(126,862	)		(6,866	)
Effect of non-deductible expenses		108,479			57,888			33,462
Effect of research and development super-deduction		(1,970	)		(6,672	)		(9,473	)
Effect of income tax rate differences in jurisdictions other than PRC		38,490			30,189			(3,075	)
Effect of preferential tax rate		(554	)		(12,211	)		(14,228	)
Change in valuation allowance		67,899			69,856			9,375
		5,322			12,188			9,195

If Beijing Meikaida and Beijing GEDU did not enjoy income tax preferential tax rates, the increase in the Group’s income tax expenses would have been RMB nil, with no impact on the basic and diluted net loss per share attributable to ordinary shareholders of the Company, for the three years ended December 31, 2020.

The Group did not identify significant unrecognized tax benefits for the year ended December 31, 2020. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2020.

F-43

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

18. ORDINARY SHARES

Upon the incorporation of Puxin Limited on March 17, 2017, the Company issued 8,524 ordinary shares to Long bright Limited, 820 ordinary shares to Gao & Tianyi Limited, 492 ordinary shares to Pution Limited and 164 ordinary shares to Prospect Limited for an aggregate consideration of USD0.004.

On August 4, 2017, the Company issued 99,990,000 ordinary shares to its existing shareholders on a proportional basis for an aggregate consideration of USD5. Such issuance was accounted for as a stock split and, accordingly, all references to numbers of ordinary shares and per-share data in the accompanying consolidated financial statements have been adjusted to reflect the stock split and issuance of shares on a retrospective basis.

On February 5, 2018, in connection with the reorganization, the Company issued 21,761,652 ordinary shares to Puxin Nova Limited, 3,336,744 ordinary shares to Stary International Limited, 40,000 ordinary shares to Long wit Limited, 8,200,000 ordinary shares to Long belief Limited, 1,640,000 ordinary shares to Long faith Limited and 17,103,724 ordinary shares to Long favor Limited for an aggregate consideration of USD3.

The ordinary shares of the Company issued to Long favor Limited and Long belief Limited were to establish a reserve pool for future issuance of equity share incentive to the Group’s employees or for future acquisition payments. All shareholder rights of these 25,303,724 ordinary shares including but not limited to voting rights and dividend rights are unconditionally waived until the corresponding ordinary share are transferred to the employees or the shareholders of future acquiree. While the ordinary shares were issued to Long favor Limited and Long belief Limited, they do not have any of the rights associated with the ordinary shares, and as such the Company accounted for these shares as issued but not outstanding ordinary shares until the waiver is released by the Company, which occurs when the ordinary shares are awarded to the employees or the shareholders of future acquiree. 6,450,766 and 8,150,652, 5,849,104 and 8,150,652 ordinary shares of Long favor Limited and Long belief Limited were issued but not outstanding as of December 31, 2019 and December 31, 2020, respectively.

Upon the completion of the Company’s IPO in June, 2018, the Company offered and issued 8,280,000 ADSs representing 16,560,000 ordinary shares with a par value USD0.00005 per share at the net proceeds, before expense, of USD130,907 (equivalent to RMB837,541). IPO related expense is RMB38,711, out of which RMB38,333 is paid as of December 31, 2018 and the remaining balance is recorded in the accrued expense and other current liabilities.

Immediately upon the completion of the IPO, all of the Company’s convertible redeemable preferred shares automatically converted into an equal number of 11,917,880 ordinary shares; the convertible notes issued to Haitong automatically converted into 4,201,681 ordinary shares at the conversion price of USD5.95, which equal to 70% of the IPO price of the ordinary shares; CICC ALPHA exercised its conversion right and the convertible notes were converted into 3,865,547 ordinary shares at the conversion price of USD5.95 which equal to 70% of the IPO price of the ordinary shares.

F-44

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

19. NET LOSS PER SHARE

For the purpose of calculating net loss per share as a result of the reorganization as described in Note 1, the number of ordinary shares used in the calculation reflects the outstanding ordinary shares of the Company as if the reorganization occurred at the beginning of the first period presented.

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Numerator used in basic and diluted net loss per share:
Net loss attributable to ordinary shareholders of Puxin Limited		(833,411	)		(518,533	)		(32,206	)
Shares (denominator):
Weighted average common shares outstanding used in computing basic and diluted net loss per share (Note 1)		144,157,947			170,903,317			174,156,247
Net loss per share basic and diluted		(5.78	)		(3.03	)		(0.18	)

For the years ended December 31, 2018, 2019 and 2020, an incremental weighted average number of 18,420,993, 21,646,232 and 19,900,589 ordinary shares from the assumed exercise of share options were not considered in the computation of diluted net loss per share because they would be anti-dilutive given the Company’s loss making position.

20. EMPLOYEE DEFINED CONTRIBUTION PLAN

Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund, unemployment insurance and other welfare benefits are provided to employees. Chinese labor regulations require that the Group’s PRC entities make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amount for such employee benefits, which was expensed as incurred, was RMB184,525, RMB210,236 and RMB118,523 for the years ended December 31, 2018, 2019 and 2020, respectively.

21. RELATED PARTY TRANSACTION

(1) Related parties

Name of related parties	Relationship with the Group
Mr. Yunlong Sha	The CEO and the Chairman of the Board of Directors of the Company
Ms. Wenjing Song	Spouse of Mr. Yunlong Sha

(2) The significant balances between the Group and its related parties were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Amounts due to:
Mr. Yunlong Sha		1,197		170,229
Ms. Wenjing Song		254		164
		1,451		170,393

The balances outstanding with related parties were interest-free, unsecured and repayable in 2-3 years. 

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB16,294, RMB nil and RMB1,626, respectively.

F-45

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

22. LEASES

Operating leases

The Group’s leases consist of operating leases for offices and schools in different cities in the PRC. The Group determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which the Group chooses to account for as separate components. The allocation of the consideration between the lease and the non-lease components is based on the relative stand-alone prices of lease components included in the lease contracts. As of December 31, 2020, the Group had no long-term leases that were classified as a financing lease. As of December 31, 2020, the Group did not have additional operating leases that have not yet commenced.

Total operating lease expenses for the years ended December 31, 2019 and 2020 were RMB378,691 and RMB389,197, and were recorded in cost of revenues, selling expenses and general and administrative expense on the consolidated statements of operations. 

	For the years ended December 31,
		2019		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases		373,230		361,432
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases		643,722		315,751
Weighted average remaining lease term
Operating leases		4.59 years		4.63 years
Weighted average discount rate
Operating leases		7.46	%	7.53	%

The following is a maturity analysis of the annual undiscounted cash flows for the annual periods as of December 31, 2020:

Years ending December 31,
2021	329,673
2022	243,799
2023	181,106
2024	120,543
2025	84,251
Thereafter	132,094
Less imputed interest	150,898
Total	940,568

Payments under operating leases are expensed on a straight-line basis over the periods of their respective leases. The terms of the leases do not contain rent escalation or contingent rents. For the years ended December 31, 2018, 2019 and 2020, total rental expense for all operating leases amounted to RMB332,574, RMB378,691 and RMB389,197, respectively.

F-46

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

23. COMMITMENTS AND CONTINGENCIES

Equity pledge commitment

On August 4, 2017, Puxin Limited issued a convertible note and a promissory note at the principle amount of USD25,000 and USD25,000, respectively, to Haitong. In conjunction with the note purchase agreement, an offshore share mortgage agreement was entered into amongst Haitong, Puxin Limited and Long bright Limited (a shareholder of Puxin Limited solely owned by Mr. Yunlong Sha). Pursuant to the offshore share mortgage agreement, Long bright Limited mortgaged its 18% equity interests of Puxin Limited in favor of Haitong. Meanwhile, a domestic equity pledge agreement was entered into amongst a related party of Haitong, Puxin Education, Dalian Pude Education Consulting Co., Ltd. (“Dalian Pude”) and Guizhou Puxintian Education Technology Co., Ltd. (“Guizhou Puxintian”). Puxin Education pledged its 100% equity interests of Dalian Pude and Guizhou Puxintian in favor of a related party of Haitong. Mr. Yunlong Sha, Ms. Wenjing Song and Long bright Limited are joint guarantors under the offshore share mortgage agreement and domestic equity pledge agreement.

On September 29, 2017, Puxin Limited issued convertible note at the principle amount of USD23,000 to CICC ALPHA. In conjunction with the note purchase agreement, an offshore share mortgage agreement was entered into amongst CICC ALPHA, Puxin Limited and Long bright Limited. Pursuant to the offshore share mortgage agreement, Long bright Limited mortgaged its 8.3% equity interests of Puxin Limited in favor of CICC ALPHA. Meanwhile, a domestic equity pledge agreement was entered into amongst a related party of CICC ALPHA, Mr. Yunlong Sha and Puxin Education, Mr. Yunlong Sha pledged his 4.15% equity interests of Puxin Education in favor of a related party of CICC ALPHA. Mr. Yunlong Sha and Long bright Limited are joint guarantors under the offshore share mortgage agreement and domestic equity pledge agreement.

The equity interests pledged under the domestic equity pledge agreements with Haitong and CICC ALPHA were released in February 2018 in connection with the reorganization. As of December 31, 2020, all the mortgaged shares of Puxin Limited were released except for 9,589,566 shares which were still mortgaged to Haitong.

As disclosed in Note 11, in 2019 Puxin Education entered into a series of borrowing agreements amounted to  RMB408,600 with SPD Bank. Deposits amounted to USD50,000 (equivalent to RMB348,090), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings.

As disclosed in Note 12, in 2019 Puxin Education issued secured debts amounted to  RMB384,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. Taiyuan Puxin Arts, Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song were joint guarantors under the agreements, 100% equity interests of a certain subsidiary and tuition collection rights of certain schools were pledged for the secured debts. The Group entered into other three loan agreements in a total amount of RMB162,938 with a group of lenders in 2019. Mr. Yunlong Sha was guarantor under the loan agreements, and tuition collection rights of certain schools were pledged for the loans.

F-47

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

23. COMMITMENTS AND CONTINGENCIES-continued

Equity pledge commitment-continued

As of December 31, 2020, all the pledged deposits and tuition collection rights under the respective bank borrowing and loan agreements entered in 2019 were released upon the repayment of borrowings and loans.

As disclosed in Note 11, in 2020 Puxin Education entered into a series of borrowing agreements amounted to  RMB660,000 with SPD Bank. Deposits amounted to USD78,850 (equivalent to RMB514,496), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings amounted to RMB500,000. The buildings of Beijing GEDU were mortgaged as collateral for the borrowings amounted to RMB160,000.

As disclosed in Note 12, in 2020 Puxin Education issued secured debts amounted to RMB106,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song are joint guarantors under the agreements, and tuition collection rights of certain schools were pledged for the secured debts. The Group entered into other six loan agreements in a total amount of RMB220,046 with a group of lenders in 2020. Mr. Yunlong Sha is guarantor under the loan agreements, and 70% equity interests of a certain subsidiary was pledged for one of the loans.

Contingencies

The Group is in the process of applying for permits and preparing filings for certain training institutions and tutoring branches. The contingent liability incurred by failing to meet the permit or filing requirements cannot be reasonably estimated, pending on authoritative interpretation and implementation guidance, the Group did not record any liabilities pertaining to this.

On November 7, 2016, the Standing Committee of the National People’s Congress promulgated the Decision on Amending the Law on the Promotion of Private Education of the PRC (the “Amended Private Education Law”), which became effective on September 1, 2017 and was further amended on December 29, 2018. On August 10, 2018, the Ministry of Justice of the PRC issued the Amended Draft of Implementation Rules for the Law on the Promotion Private Education of the PRC for Approval (the “Implementation Rules for Approval”). Due to the lack of authoritative interpretation and implementation guidance, the potential impact related to the Group not fully complying with the Amended Private Education Law or any relevant regulations cannot be reasonably estimated at the issuance of this report. As a result, the Group did not account for any liabilities pertaining to this.

F-48

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

24. SEGMENT INFORMATION

The Group’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews financial information of operating segments based on U.S. GAAP amounts when making decisions about allocating resources and assessing performance of the Group. The Group identified two operating segments, including K-12 tutoring services and study abroad tutoring services. All these two operating segments are identified as reportable segments.

The Group primary operates in the PRC and all of the Group’s long-lived assets are located in the PRC. The Group’s CODM evaluates performance based on the operating segment’s revenue and gross profit. The revenue and gross profit by segments were as follows:

	For the year ended December 31, 2018
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		1,182,397		1,045,720		2,228,117
Cost of revenues		706,917		535,972		1,242,889
Gross profit		475,480		509,748		985,228

	For the year ended December 31, 2019
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		1,943,854		1,160,104		3,103,958
Cost of revenues		1,055,205		574,242		1,629,447
Gross profit		888,649		585,862		1,474,511

	For the year ended December 31, 2020
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		2,206,273		697,642		2,903,915
Cost of revenues		1,205,656		352,940		1,558,596
Gross profit		1,000,617		344,702		1,345,319

The total assets for the two reportable segments were shared and indistinguishable for reporting purposes.

25. RESTRICTED NET ASSETS

Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC entities only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s entities.

Prior to payment of dividends, pursuant to the PRC laws and regulations, enterprises incorporated in the PRC must make appropriations from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of each company. These reserves include (i) general reserve, and (ii) other reserves at the discretion of the Board of Director.

Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. The Company’s subsidiaries contributed RMB1,443, RMB510 and RMB906 to the general reserve during the years ended December 31, 2018, 2019 and 2020.

F-49

PUXIN LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 and 2020

(In thousands of RMB and USD, except for share, per share and per ADS data)

25. RESTRICTED NET ASSETS-continued

Prior to the effectiveness of Amended Private Education Law, PRC laws and regulations required private schools that require reasonable returns to contribute 25% of after-tax income before payments of dividend to a fund to be used for the construction or maintenance of the school or procurement or upgrading of educational facility. For private schools that do not require reasonable returns, this amount should be equivalent to no less than 25% of the annual increase of its net assets as determined in accordance with generally accepted accounting principles in the PRC. For the Group’s private schools, amount contributed to the reserve of RMB3,152, RMB2,874 and RMB2,559 for the years ended December 31, 2018, 2019 and 2020.

The statutory reserves cannot be transferred to the Company in the form of loans or advances and are not distributable as cash dividends except in the event of liquidation.

Because the Group’s entities in the PRC can only be paid out of distributable profits reported in accordance with PRC accounting standards, the Group’s entities in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and statutory reserves of the Group’s entities in the PRC. The aggregate amount of paid-in capital and statutory reserves, which represented the amount of net assets of the Group’s entities in the PRC not available for distribution, was RMB472,750 as of December 31, 2020.

26. SUBSEQUENT EVENTS

In February and March 2021, Puxin Limited entered into convertible note purchase agreements with a group of institutional investors (the “Purchasers”), pursuant to which the Company issued and sold convertible notes in an aggregate principal amount of USD89,000 (equivalent to RMB580,725) through private placements to the Purchasers.

The convertible notes will mature in five years, bearing interest at the rate of 3% per annum from the issuance date which shall be payable semiannually in cash. Each of the Purchasers has the right to convert all or any portion of the convertible notes at its option at any time into ordinary shares of the Company at a conversion price of USD8 per ADS. Unless previously redeemed or converted, the Company shall repay the notes on the maturity date at 100% of the then outstanding principal amount plus all accrued but unpaid interest.

In March 2021, the board of directors of Puxin Limited authorized a share repurchase program to repurchase through one or more transactions up to USD20,000 worth of its ADSs, representing its ordinary shares, during a 12-month period ending on March 31, 2022 (the “Share Repurchase Program”). Under the Share Repurchase Program, Puxin may purchase its ADSs through various means, including open market transactions, privately negotiated transactions, any combination thereof or other legally permissible means. The number of ADSs repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions.

In April 2021, Purong Information and Mr. Yunlong Sha jointly entered into a credit agreement with a third party. The credit agreement will provide credit facility at RMB200,000 to Purong Information. Purong Information, with an advance notice, can draw down amounts within the credit facility and Purong Information’s obligations under the credit agreement are guaranteed by Mr. Yunlong Sha. 

F-50

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

BALANCE SHEETS

(In thousands of RMB and USD, except for share, and per share data)

	As of December 31,
	2019			2020			2020
	RMB			RMB			USD
							(Note 3)
ASSETS
Current assets
Cash and cash equivalents		3,103			—			—
Amounts due from subsidiaries and VIEs		1,099,759			1,061,832			162,733
Prepaid expenses and other current assets		11,448			47,200			7,234
Loan receivables		191,230			207,225			31,759
Total current assets		1,305,540			1,316,257			201,726
TOTAL ASSETS		1,305,540			1,316,257			201,726
LIABILITIES
Current liabilities
Accrued expenses and other current liabilities		7,258			6,804			1,044
Promissory note, current portion		87,023			163,125			25,000
Loan payable to a third party		—			65,250			10,000
Total current liabilities		94,281			235,179			36,044
Non-current liabilities
Promissory note, non-current portion		87,022			—			—
Derivative liabilities		172,235			—			—
Investments deficit in subsidiaries and VIEs		690,822			656,346			100,590
TOTAL LIABILITIES		1,044,360			891,525			136,634
SHAREHOLDERS’ EQUITY
Ordinary shares (par value of USD0.00005 per share; 1,000,000,000 and 1,000,000,000 shares authorized, 188,627,228 and 188,653,468 shares issued and 174,025,810 and 174,453,992 shares outstanding as of December 31, 2019 and 2020, respectively)		62			62			9
Additional paid-in capital		2,175,652			2,396,406			367,265
Statutory reserve		7,979			11,444			1,754
Accumulated other comprehensive income		68,707			43,711			6,699
Accumulated deficit		(1,991,220	)		(2,026,891	)		(310,635	)
TOTAL SHAREHOLDERS’ EQUITY		261,180			424,732			65,092
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS’ EQUITY		1,305,540			1,316,257			201,726

F-51

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF OPERATIONS

(In thousands of RMB and USD, except for share, and per share data)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 3)
General and administrative expenses		(8,728	)		(12,102	)		(191	)		(28	)
Total operating expenses		(8,728	)		(12,102	)		(191	)		(28	)
Interest expense		(13,218	)		(15,250	)		(17,244	)		(2,643	)
Interest income		2,104			10,985			37,092			5,685
Foreign exchange (loss) gain		(10,358	)		(3,753	)		18,885			2,894
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		(124,648	)		(104,589	)		(20,917	)		(3,206	)
Equity in loss of subsidiaries and VIEs		(678,563	)		(393,824	)		(49,831	)		(7,637	)
Loss before income taxes		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Income tax expenses		—			—			—			—
Net loss		(833,411	)		(518,533	)		(32,206	)		(4,935	)

F-52

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of RMB and USD, except for share, and per share data)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 3)
Net loss		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Other comprehensive loss, net of tax of nil:
Change in cumulative foreign currency translation adjustments		52,496			493			(24,996	)		(3,831	)
Total comprehensive loss		(780,915	)		(518,040	)		(57,202	)		(8,766	)

F-53

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF CASH FLOWS

(In thousands of RMB and USD)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 3)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in loss of subsidiaries and VIEs		678,563			393,824			49,831			7,637
Foreign exchange loss (gain)		10,358			3,753			(18,885	)		(2,894	)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		124,648			104,589			20,917			3,206
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		—			(10,449	)		(37,145	)		(5,693	)
Accrued expenses and other current liabilities		(5,230	)		1,409			—			—
Net cash used in operating activities		(25,072	)		(25,407	)		(17,488	)		(2,679	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to subsidiaries and VIEs		(396,495	)		(221,418	)		(23,775	)		(3,644	)
Loan to a third party		—			(191,230	)		(27,993	)		(4,290	)
Net cash used in investing activities		(396,495	)		(412,648	)		(51,768	)		(7,934	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from IPO (net of IPO expenses)		811,001			—			—			—
Loan from a third party		—			—			65,250			10,000
Net cash generated from financing activities		811,001			—			65,250			10,000
Effect of exchange rate changes		43,773			3,545			903			137
Net increase (decrease) in cash and cash equivalents, and restricted cash		433,207			(434,510	)		(3,103	)		(476	)
Cash and cash equivalents, and restricted cash at beginning of the year		4,406			437,613			3,103			476
Cash and cash equivalents, and restricted cash at end of the year		437,613			3,103			—			—

F-54

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(In thousands of RMB and USD, except for share, and per share data)

1. BASIS FOR PREPARATION

The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Parent Company used the equity method to account for investments in its subsidiaries.

2. INVESTMENT IN SUBSIDIARIES

In its consolidated financial statements, the Parent Company consolidates the results of operations and assets and liabilities of its subsidiaries and schools, and inter-company balances and transactions were eliminated upon consolidation. For the purpose of the Parent Company’s standalone financial statements, its investments in subsidiaries are reported using the equity method of accounting as a single line item and the Parent Company’s share of loss from its subsidiaries and VIEs are reported as the single line item of equity in loss of subsidiaries and VIEs.

3. CONVENIENCE TRANSLATION

The Group’s business is primarily conducted in China and all of the revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the exchange rate as of balance sheet date, for the convenience of the readers. Translations of balances in the balance sheet, and the related statement of operations and cash flows from RMB into USD as of and for the year ended December 31, 2020 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB6.5250, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2020. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2020, or at any other rate.

F-55

EX-2.4

Exhibit 2.4

Description of Rights of Securities Registered under Section 12 of the Securities Exchange Act of 1934

American Depositary Shares (“ADSs”), each representing two ordinary shares of Puxin Limited (“our company”) are listed on the New York Stock Exchange and the shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description of the rights of (i) the holders of ordinary shares and (ii) ADS holders. Shares underlying the ADSs are held by Deutsche Bank Trust Company Americas, as depositary, and holders of ADSs will not be treated as holders of the ordinary shares.

Description of Ordinary Shares (Items 9.A.3, 9.A.5, 9.A.6, 9.A.7, 10.B.3, 10.B.4, 10.B.6, 10.B.7, 10.B.8, 10.B.9 and 10.B.10 of Form 20-F)

Ordinary Shares

General. Holders of ordinary shares have the same rights. All of our outstanding ordinary shares are fully paid and non-assessable. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.

Dividends. The holders of our ordinary shares are entitled to such dividends as may be declared by our board of directors. Our second amended and restated memorandum and articles of association provide that dividends may be declared and paid out of the funds legally available. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act (as amended) of the Cayman Islands, which is referred to as Companies Act below.

Voting Rights. In respect of all matters subject to a shareholders’ vote, each ordinary share is entitled to one vote. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one or more shareholders present in person or by proxy entitled to vote. An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes cast attaching to the outstanding ordinary shares at a meeting and includes an unanimous written resolution. A special resolution will be required for important matters such as a change of name, reducing the share capital or making changes to our second amended and restated memorandum and articles of association.

Transfer of Ordinary Shares. Subject to the restrictions contained in our second amended and restated memorandum and articles of association, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

• the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

• the instrument of transfer is in respect of only one class of shares;

• in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

• a fee of such maximum sum as the New York Stock Exchange, or NYSE, may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transfer, they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice required of the NYSE, be suspended and the register of members closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members closed for more than 30 days in any year as our board may determine.

Liquidation. On a return of capital on winding-up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Calls on Ordinary Shares and Forfeiture of Ordinary Shares. Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption of Ordinary Shares. The Companies Act and our second amended and restated memorandum and articles of association permit us to purchase our own shares. In accordance with our second amended and restated memorandum and articles of association and provided the necessary shareholders or board approval have been obtained, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner, including out of capital, as may be determined by our board of directors.

Variations of Rights of Shares. All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Act, be varied with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by at least a two-thirds majority of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be materially adversely varied by or abrogated by, inter alia, the creation or allotment or issue of further shares ranking pari passu with or subsequent to such existing class of shares.

General Meetings of Shareholders. Shareholders’ meetings may be convened by a majority of our board of directors. Advance notice of at least 10 calendar days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders, provided that a general meeting of the Company shall be deemed to have been duly convened if it is so agreed:

(i) in the case of an annual general meeting by all the shareholders (or their proxies) entitled to attend and vote thereat; and

(ii) in the case of an extraordinary general meeting by a majority in number of the shareholders (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than 95% in par value of the shares giving that right.

Inspection of Books and Records. Holders of our ordinary shares (not being our directors) will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will in provide our shareholders with the right to inspect our list of shareholders and to receive annual audited financial statements.

Changes in Capital. We may from time to time by ordinary resolution:

• increase the share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe;

• consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

• subdivide our existing shares, or any of them into shares of a smaller amount; or

• cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person.

We may by special resolution, subject to any confirmation or consent required by the Companies Act, reduce our share capital or any capital redemption reserve in any manner permitted by law.

Differences in Corporate Law

We were incorporated under, and are governed by, the laws of the Cayman Islands. The corporate statutes of the State of Delaware and the Cayman Islands are similar, and the flexibility available under Cayman Islands law has enabled us to adopt a second amended and restated memorandum and articles of association that provide shareholders with rights that do not vary in any material respect from those they would enjoy if we were incorporated under Delaware law. Set forth below is a summary of some of the differences between provisions of the Companies Act applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

Cayman Islands law provides that every director of a Cayman Islands company, in exercising his powers or performing his duties, shall act honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances taking into account, without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of his responsibilities. In addition, Cayman Islands law provides that a director shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes Cayman Islands law or the memorandum and articles of association of the company.

Written Consent of Directors

Under Delaware corporate law, a written consent of the directors must be unanimous to take effect. Under Cayman Islands law and our second amended and restated memorandum and articles of association, only a simple majority of the directors will be required to sign a written consent in order for such consent to take effect.

Shareholder Proposals

Under Delaware corporate law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. Our second amended and restated memorandum and articles of association provide that our directors shall call an annual meeting of the shareholders and may convene any additional meetings as they consider necessary or desirable.

Sale of Assets

Under Delaware corporate law, a vote of the shareholders is required to approve a sale of assets only when all or substantially all assets are being sold to a person other than a subsidiary of the company. Under Cayman Islands law, generally speaking, shareholder approval is not required for the disposal of assets of an exempted company.

Redemption of Shares

Under Delaware corporate law, any stock may be made subject to redemption by the corporation at its option, at the option of the holders of that stock or upon the happening of a specified event, provided shares with full voting power remain outstanding. The stock may be made redeemable for cash, property or rights, as specified in the certificate of incorporation or in the resolution of the board of directors providing for the issue of the stock. As permitted by Cayman Islands law and our second amended and restated memorandum and articles of association, shares may be purchased, redeemed or otherwise acquired by us. However, the consent of the shareholder whose shares are to be purchased, redeemed or otherwise acquired must be obtained, except as specified in the terms of the applicable class or series of shares or as described under “—Compulsory Acquisition” below. In addition, our directors must be satisfied, on reasonable grounds, that, immediately following the purchase, redemption or other acquisition, the value of our assets will exceed our liabilities, and we will be able to pay our debts as they fall due.

Compulsory Acquisition

Under Delaware General Corporation Law § 253, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of stock of another corporation may either merge the other corporation into itself and assume all of its obligations or merge itself into the other corporation by executing, acknowledging and filing with the Delaware Secretary of State a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority shareholders of the subsidiary corporation party to the merger may have appraisal rights as set forth in § 262 of the Delaware General Corporation Law.

Under the Companies Act, where a scheme or contract involving the transfer of shares or any class of shares in a company (in this section referred to as “the transferor company”) to another company, whether a company within the meaning of the Companies Act or not (in this section referred to as “the transferee company”) has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than 90% in value of the shares affected, the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting shareholder that it desires to acquire his shares, and where such notice is given the transferee company shall, unless on an application made by the dissenting shareholder within one month from the date on which the notice was given, the court of the Cayman Islands thinks fit to order otherwise, be entitled and bound to acquire those shares on the terms on which under the scheme or contract the shares of the approving shareholders are to be transferred to the transferee company.

Independent Directors

There are no provisions under Delaware corporate law nor under the Companies Act that require a majority of our directors to be independent.

Cumulative Voting

Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the company’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. There are no prohibitions on cumulative voting under the laws of the Cayman Islands, but our second amended and restated memorandum and articles of association do not provide for cumulative voting.

Removal of Directors

Under Delaware corporate law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Similarly, as permitted by Cayman Islands law, our second amended and restated memorandum and articles of association provide that directors may be removed at any time, with or without cause, by a resolution of shareholders approved by a vote of more than 50% of the votes of the shares entitled to vote on such matter that are present at the meeting of shareholders and are voted.

Mergers

Under Delaware corporate law, one or more constituent corporations may merge into and become part of another constituent corporation in a process known as a merger. A Delaware corporation may merge with a foreign corporation as long as the law of the foreign jurisdiction permits such a merger. To effect a merger under Delaware General Corporation Law § 251, an agreement of merger must be properly adopted and the agreement of merger or a certificate of merger must be filed with the Delaware Secretary of State. In order to be properly adopted, the agreement of merger must be adopted by the board of directors of each constituent corporation by a resolution or unanimous written consent. In addition, the agreement of merger generally must be approved at a meeting of shareholders of each constituent corporation by a majority of the outstanding stock of the corporation entitled to vote, unless the certificate of incorporation provides for a supermajority vote. In general, the surviving corporation assumes all of the assets and liabilities of the disappearing corporation or corporations as a result of the merger.

Under the Companies Act, two or more companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging of two or more constituent companies into one of the constituent companies, and a consolidation means the consolidating of two or more constituent companies into a new company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which must be authorized by a resolution of shareholders. One or more companies may also merge or consolidate with one or more companies incorporated under the laws of jurisdictions outside the Cayman Islands if the merger or consolidation is permitted by the laws of the jurisdictions in which the companies incorporated outside the Cayman Islands are incorporated. In respect of such a merger or consolidation, a Cayman Islands company is required to comply with the provisions of the Companies Act, and a company incorporated outside the Cayman Islands is required to comply with the laws of its jurisdiction of incorporation.

Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidation contains any provision that, if proposed as an amendment to our second amended and restated memorandum and articles of association, would entitle them to vote as a class or series on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation.

Conflicts of Interest

Under Delaware corporate law, a contract between a corporation and a director or officer, or between a corporation and any other organization in which a director or officer has a financial interest, is not void as long as (i) the material facts as to the director’s or officer’s relationship or interest are disclosed or known and (ii) either a majority of the disinterested directors authorizes the contract in good faith or the shareholders vote in good faith to approve the contract. Nor will any such contract be void if it is fair to the corporation when it is authorized, approved or ratified by the board of directors, a committee or the shareholders.

As permitted by Cayman Islands law and our second amended and restated memorandum and articles of association, a director interested in a particular transaction will be permitted to vote on it, attend meetings at which it is considered and sign documents on our behalf that relate to the transaction, provided that the material facts of such director’s interest in the transaction are disclosed to the other directors or are known by the other directors.

Transactions with Interested Shareholders

Delaware corporate law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by that statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that the person becomes an interested shareholder. An interested shareholder generally is a person or group that owns or owned 15% or more of the company’s outstanding voting stock within the past three years. This statute has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the company in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which the shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested shareholder.

Cayman Islands law has no comparable provision. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that these transactions must be entered into in the bona fide best interests of the company and not with the effect of constituting a fraud on the minority shareholders

Dissolution; Winding Up

Under Delaware corporate law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware corporate law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the Companies Act, our company may be dissolved, liquidated or wound up by a special resolution, or by an ordinary resolution on the basis that our company is unable to pay our debts as they fall due in the ordinary course of business.

Variation of Rights of Shares

Under Delaware corporate law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of that class, unless the certificate of incorporation provides otherwise. As permitted by our second amended and restated memorandum and articles of association, the rights attached to any class of shares may, subject to any rights or restrictions for the time being attached to any class, only be materially adversely varied or abrogated with the consent in writing of the holders of not less than two-thirds of the issued shares of the relevant class, or with the sanction of a resolution passed at a separate meeting of the holders of the shares of such class by a majority of two-thirds of the votes cast at such a meeting.

Amendment of Governing Documents

Under Delaware corporate law, with very limited exceptions, a vote of the shareholders of a corporation is required to amend the certificate of incorporation. In addition, Delaware corporate law provides that shareholders have the right to amend the corporation’s bylaws, but the certificate of incorporation may confer such right on the directors of the corporation.

Our second amended and restated memorandum and articles of association can be amended by the affirmative vote of not less than two-thirds of the votes of the shares entitled to vote on such matter that are present at the meeting of shareholders and are voted.

Rights of Non-resident or Foreign Shareholders

There are no limitations imposed by our second amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our second amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

Preemptive Rights

The shareholders of our company do not have preemptive right.

Other Rights

Not applicable.

Description of Debt Securities, Warrants and Rights and Other Securities (Items 12.A, 12.B and 12.C of Form 20-F)

Not applicable.

Description of American Depositary Shares (Items 12.D.1 and 12.D.2 of Form 20-F)

Deutsche Bank Trust Company Americas, as depositary, registers and delivers the ADSs. Each ADS represents two ordinary shares, deposited with Deutsche Bank AG, Hong Kong Branch, as custodian for the depositary, located at 52/F International Commerce Centre, 1Austin Road West, Kowloon, Hong Kong. Each ADS represents ownership of any other securities, cash or other property which may be held by the depositary. The principal executive office of the depositary is located at 60 Wall Street, New York, NY10005, USA.

The Direct Registration System, or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto.

We do not treat ADS holders as our shareholders and accordingly, you, as an ADS holder, do not have shareholder rights. Cayman Islands law governs shareholder rights. The depositary is the holder of the ordinary shares underlying your ADSs. As a holder of ADSs, you have ADS holder rights. A deposit agreement among us, the depositary and you, as an ADS holder, and the beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. The laws of the State of New York govern the deposit agreement and the ADSs.

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of American Depositary Receipt.

Holding the ADSs

How will you hold your ADSs?

You may hold ADSs either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (b) by holding ADSs in DRS, or (2) indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADS holder. This description assumes you hold your ADSs directly. ADSs will be issued through DRS, unless you specifically request certificated ADRs. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

Dividends and Other Distributions

How will you receive dividends and other distributions on the shares?

The depositary has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent as of the record date (which will be as close as practicable to the record date for our ordinary shares) set by the depositary with respect to the ADSs.

• Cash. The depositary will convert or cause to be converted any cash dividend or other cash distribution we pay on the ordinary shares or any net proceeds from the sale of any ordinary shares, rights, securities or other entitlements under the terms of the deposit agreement into U.S. dollars if it can do so on a practicable basis, and can transfer the U.S. dollars to the United States and will distribute promptly the amount thus received. If the depositary shall determine in its judgment that such conversions or transfers are not practical or lawful or if any government approval or license is needed and cannot be obtained at a reasonable cost within a reasonable period or otherwise sought, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold or cause the custodian to hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid and such funds will be held for the respective accounts of the ADS holders. It will not invest the foreign currency and it will not be liable for any interest for the respective accounts of the ADS holders.

Before making a distribution, any taxes or other governmental charges, together with fees and expenses of the depositary, that must be paid, will be deducted. It will distribute only whole U.S. dollars and cents and will round down fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

• Shares. For any ordinary shares we distribute as a dividend or free distribution, either (1) the depositary will distribute additional ADSs representing such ordinary shares or (2) existing ADSs as of the applicable record date will represent rights and interests in the additional ordinary shares distributed, to the extent reasonably practicable and permissible under law, in either case, net of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The depositary will only distribute whole ADSs. It will try to sell ordinary shares which would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it does with cash. The depositary may sell a portion of the distributed ordinary shares sufficient to pay its fees and expenses, and any taxes and governmental charges, in connection with that distribution.

• Elective Distributions in Cash or Shares. If we offer holders of our ordinary shares the option to receive dividends in either cash or shares, the depositary, after consultation with us and having received timely notice as described in the deposit agreement of such elective distribution by us, has discretion to determine to what extent such elective distribution will be made available to you as a holder of the ADSs. We must timely first instruct the depositary to make such elective distribution available to you and furnish it with satisfactory evidence that it is legal to do so. The depositary could decide it is not legal or reasonably practicable to make such elective distribution available to you. In such case, the depositary shall, on the basis of the same determination as is made in respect of the ordinary shares for which no election is made, distribute either cash in the same way as it does in a cash distribution, or additional ADSs representing ordinary shares in the same way as it does in a share distribution. The depositary is not obligated to make available to you a method to receive the elective dividend in shares rather than in ADSs. There can be no assurance that you will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.

• Rights to Purchase Additional Shares. If we offer holders of our ordinary shares any rights to subscribe for additional shares, the depositary shall having received timely notice as described in the deposit agreement of such distribution by us, consult with us, and we must determine whether it is lawful and reasonably practicable to make these rights available to you. We must first instruct the depositary to make such rights available to you and furnish the depositary with satisfactory evidence that it is legal to do so. If the depositary decides it is not legal or reasonably practicable to make the rights available but that it is lawful and reasonably practicable to sell the rights, the depositary will endeavor to sell the rights and in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper distribute the net proceeds in the same way as it does with cash. The depositary will allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If the depositary makes rights available to you, it will establish procedures to distribute such rights and enable you to exercise the rights upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. The Depositary shall not be obliged to make available to you a method to exercise such rights to subscribe for ordinary shares (rather than ADSs).

U.S. securities laws may restrict transfers and cancellation of the ADSs represented by shares purchased upon exercise of rights. For example, you may not be able to trade these ADSs freely in the United States. In this case, the depositary may deliver restricted depositary shares that have the same terms as the ADSs described in this section except for changes needed to put the necessary restrictions in place.

There can be no assurance that you will be given the opportunity to exercise rights on the same terms and conditions as the holders of ordinary shares or be able to exercise such rights.

• Other Distributions. Subject to receipt of timely notice, as described in the deposit agreement, from us with the request to make any such distribution available to you, and provided the depositary has determined such distribution is lawful and reasonably practicable and feasible and in accordance with the terms of the deposit agreement, the depositary will distribute to you anything else we distribute on deposited securities by any means it may deem practicable, upon your payment of applicable fees, charges and expenses incurred by the depositary and taxes and/or other governmental charges. If any of the conditions above are not met, the depositary will endeavor to sell, or cause to be sold, what we distributed and distribute the net proceeds in the same way as it does with cash; or, if it is unable to sell such property, the depositary may dispose of such property in any way it deems reasonably practicable under the circumstances for nominal or no consideration, such that you may have no rights to or arising from such property.

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our shares or any value for them if we and/or the depositary determines that it is illegal or not practicable for us or the depositary to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliver ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons entitled thereto.

How do ADS holders cancel an American Depositary Share?

You may turn in your ADSs at the depositary’s corporate trust office or by providing appropriate instructions to your broker. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to you or a person you designate at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its corporate trust office, to the extent permitted by law.

How do ADS holders interchange between Certificated ADSs and Uncertificated ADSs?

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send you a statement confirming that you are the owner of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to you an ADR evidencing those ADSs.

Voting Rights

How do you vote?

You may instruct the depositary to vote the ordinary shares or other deposited securities underlying your ADSs at any meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our second amended and restated memorandum and articles of association, and the provisions of or governing the deposited securities. Otherwise, you could exercise your right to vote directly if you withdraw the ordinary shares. However, you may not know about the meeting sufficiently enough in advance to withdraw the ordinary shares.

If we ask for your instructions and upon timely notice from us by regular, ordinary mail delivery, or by electronic transmission, as described in the deposit agreement, the depositary will notify you of the upcoming meeting at which you are entitled to vote pursuant to any applicable law, the provisions of our second amended and restated memorandum and articles of association, and the provisions of or governing the deposited securities, and arrange to deliver our voting materials to you. The materials will include or reproduce (a) such notice of meeting or solicitation of consents or proxies; (b) a statement that the ADS holders at the close of business on the ADS record date will be entitled, subject to any applicable law, the provisions of our second amended and restated memorandum and articles of association, and the provisions of or governing the deposited securities, to instruct the depositary as to the exercise of the voting rights, if any, pertaining to the ordinary shares or other deposited securities represented by such holder’s ADSs; and (c) a brief statement as to the manner in which such instructions may be given or deemed given in accordance with the second to last sentence of this paragraph if no instruction is received, to the depositary to give a discretionary proxy to a person designated by us. Voting instructions may be given only in respect of a number of ADSs representing an integral number of ordinary shares or other deposited securities. For instructions to be valid, the depositary must receive them in writing on or before the date specified. The depositary will try, as far as practical, subject to applicable law and the provisions of our second amended and restated memorandum and articles of association, to vote or to have its agents vote the ordinary shares or other deposited securities (in person or by proxy) as you instruct. The depositary will only vote or attempt to vote as you instruct. If we timely requested the depositary to solicit your instructions but no instructions are received by the depositary from an owner with respect to any of the deposited securities represented by the ADSs of that owner on or before the date established by the depositary for such purpose, the depositary shall deem that owner to have instructed the depositary to give a discretionary proxy to a person designated by us with respect to such deposited securities, and the depositary shall give a discretionary proxy to a person designated by us to vote such deposited securities. However, no such instruction shall be deemed given and no such discretionary proxy shall be given with respect to any matter if we inform the depositary we do not wish such proxy given, substantial opposition exists or the matter materially and adversely affects the rights of holders of the ordinary shares.

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote the ordinary shares underlying your ADSs. In addition, there can be no assurance that ADS holders and beneficial owners generally, or any holder or beneficial owner in particular, will be given the opportunity to vote or cause the custodian to vote on the same terms and conditions as the holders of our ordinary shares.

The depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and you may have no recourse if the ordinary shares underlying your ADSs are not voted as you requested.

In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary to act, we will give the depositary notice of any such meeting and details concerning the matters to be voted at least 30 business days in advance of the meeting date.

Compliance with Regulations

Information Requests

Each ADS holder and beneficial owner shall (a) provide such information as we or the depositary may request pursuant to law, including, without limitation, relevant Cayman Islands law, any applicable law of the United States of America, our second amended and restated memorandum and articles of association, any resolutions of our board of directors adopted pursuant to such second amended and restated memorandum and articles of association, the requirements of any markets or exchanges upon which the ordinary shares, ADSs or ADRs are listed or traded, or to any requirements of any electronic book-entry system by which the ADSs or ADRs may be transferred, regarding the capacity in which they own or owned ADRs, the identity of any other persons then or previously interested in such ADRs and the nature of such interest, and any other applicable matters, and (b) be bound by and subject to applicable provisions of the laws of the Cayman Islands, our second amended and restated memorandum and articles of association, and the requirements of any markets or exchanges upon which the ADSs, ADRs or ordinary shares are listed or traded, or pursuant to any requirements of any electronic book-entry system by which the ADSs, ADRs or ordinary shares may be transferred, to the same extent as if such ADS holder or beneficial owner held ordinary shares directly, in each case irrespective of whether or not they are ADS holders or beneficial owners at the time such request is made.

Disclosure of Interests

Each ADS holder and beneficial owner shall comply with our requests pursuant to Cayman Islands law, the rules and requirements of NYSE and any other stock exchange on which the ordinary shares are, or will be, registered, traded or listed, or our second amended and restated memorandum and articles of association, which requests are made to provide information, inter alia, as to the capacity in which such ADS holder or beneficial owner owns ADS and regarding the identity of any other person interested in such ADS and the nature of such interest and various other matters, whether or not they are ADS holders or beneficial owners at the time of such requests.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the form of ADR without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, including expenses incurred in connection with foreign exchange control regulations and other charges specifically payable by ADS holders under the deposit agreement, or materially prejudices a substantial existing right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended. If any new laws are adopted which would require the deposit agreement to be amended in order to comply therewith, we and the depositary may amend the deposit agreement in accordance with such laws and such amendment may become effective before notice thereof is given to ADS holders.

How may the deposit agreement be terminated?

The depositary will terminate the deposit agreement if we ask it to do so, in which case the depositary will give notice to you at least 90 days prior to termination. The depositary may also terminate the deposit agreement if the depositary has told us that it would like to resign, or if we have removed the depositary, and in either case we have not appointed a new depositary within 90 days. In either such case, the depositary must notify you at least 30 days before termination.

After termination, the depositary and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities, sell rights and other property and deliver ordinary shares and other deposited securities upon cancellation of ADSs after payment of any fees, charges, taxes or other governmental charges. Six months or more after the date of termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. It will not invest the money and has no liability for interest.

After such sale, the depositary’s only obligations will be to account for the money and other cash. After termination, we shall be discharged from all obligations under the deposit agreement except for our obligations to the depositary thereunder.

Books of Depositary

The depositary will maintain ADS holder records at its depositary office. You may inspect such records at such office during regular business hours but solely for the purpose of communicating with other holders in the interest of business matters relating to the Company, the ADRs and the deposit agreement.

The depositary will maintain facilities in the Borough of Manhattan, The City of New York to record and process the issuance, cancellation, combination, split-up and transfer of ADRs.

These facilities may be closed at any time or from time to time when such action is deemed necessary or advisable by the depositary in connection with the performance of its duties under the deposit agreement or at our reasonable written request.

Limitations on Obligations and Liability

The deposit agreement expressly limits our obligations and the obligations of the depositary and the custodian. It also limits our liability and the liability of the depositary. The depositary and the custodian:

• are only obligated to take the actions specifically set forth in the deposit agreement without gross negligence or willful misconduct;

• are not liable if any of us or our respective controlling persons or agents are prevented or forbidden from, or subjected to any civil or criminal penalty or restraint on account of, or delayed in, doing or performing any act or thing required by the terms of the deposit agreement and any ADR, by reason of any provision of any present or future law or regulation of the United States or any state thereof, the Cayman Islands or any other country, or of any other governmental authority or regulatory authority or stock exchange, or on account of the possible criminal or civil penalties or restraint, or by reason of any provision, present or future, of our second amended and restated memorandum and articles of association or any provision of or governing any deposited securities, or by reason of any act of God or war or other circumstances beyond its control (including, without limitation, nationalization, expropriation, currency restrictions, work stoppage, strikes, civil unrest, revolutions, rebellions, explosions and computer failure);

• are not liable by reason of any exercise of, or failure to exercise, any discretion provided for in the deposit agreement or in our second amended and restated memorandum and articles of association or provisions of or governing deposited securities;

• are not liable for any action or inaction of the depositary, the custodian or us or their or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, any person presenting ordinary shares for deposit or any other person believed by it in good faith to be competent to give such advice or information;

• are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement;

• are not liable for any special, consequential, indirect or punitive damages for any breach of the terms of the deposit agreement, or otherwise;

• may rely upon any documents we believe in good faith to be genuine and to have been signed or presented by the proper party;

• disclaim any liability for any action or inaction or inaction of any of us or our respective controlling persons or agents in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, holders and beneficial owners (or authorized representatives) of ADSs, or any person believed in good faith to be competent to give such advice or information; and

• disclaim any liability for inability of any holder to benefit from any distribution, offering, right or other benefit made available to holders of deposited securities but not made available to holders of ADS.

The depositary and any of its agents also disclaim any liability (i) for any failure to carry out any instructions to vote, the manner in which any vote is cast or the effect of any vote or failure to determine that any distribution or action may be lawful or reasonably practicable or for allowing any rights to lapse in accordance with the provisions of the deposit agreement, (ii) the failure or timeliness of any notice from us, the content of any information submitted to it by us for distribution to you or for any inaccuracy of any translation thereof, (iii) any investment risk associated with the acquisition of an interest in the deposited securities, the validity or worth of the deposited securities, the credit-worthiness of any third party, (iv) for any tax consequences that may result from ownership of ADSs, ordinary shares or deposited securities, or (v) for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without gross negligence or willful misconduct while it acted as depositary.

Requirements for Depositary Actions

Before the depositary will issue, deliver or register a transfer of an ADS, split-up, subdivide or combine ADSs, make a distribution on an ADS or permit withdrawal of ordinary shares, the depositary may require:

• payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities and payment of the applicable fees, expenses and charges of the depositary;

• satisfactory proof of the identity and genuineness of any signature or any other matters contemplated in the deposit agreement; and

• compliance with (A) any laws or governmental regulations relating to the execution and delivery of ADRs or ADSs or to the withdrawal or delivery of deposited securities and (B) such reasonable regulations and procedures as the depositary may establish, from time to time, consistent with the deposit agreement and applicable laws, including presentation of transfer documents.

The depositary may refuse to issue and deliver ADSs or register transfers of ADSs generally when the register of the depositary or our transfer books are closed or at any time if the depositary or we determine that it is necessary or advisable to do so.

Your Right to Receive the Shares Underlying Your ADSs

You have the right to cancel your ADSs and withdraw the underlying ordinary shares at any time except:

• when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (3) we are paying a dividend on our ordinary shares;

• when you owe money to pay fees, taxes and similar charges;

• when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities;

• other circumstances specifically contemplated by Section I.A.(l) of the General Instructions to Form F-6 (as such General Instructions may be amended from time to time); or

• for any other reason if the depositary or we determine, in good faith, that it is necessary or advisable to prohibit withdrawals.

The depositary shall not knowingly accept for deposit under the deposit agreement any ordinary shares or other deposited securities required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such ordinary shares.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement, all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated ADSs upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the depositary may register the ownership of uncertificated ADSs, which ownership shall be evidenced by periodic statements issued by the depositary to the ADS holders entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of an ADS holder, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register such transfer.

EX-4.19

Exhibit 4.19

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of February 25, 2021, by and between PUXIN LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and the purchaser listed on Exhibit A attached to this Agreement (the “Purchaser” and, together with the Company, the “Parties”).

RECITALS

WHEREAS, Purchaser desires to purchase from the Company and the Company desires to issue a convertible promissory note in substantially the form attached to this Agreement as Exhibit B, in the original principal amount set forth on Exhibit A hereto (the “Note”), which shall be convertible on the terms stated therein into the Company’s ADSs, indirectly through the conversion into Ordinary Shares (as defined below) (the ADSs issued or issuable upon conversion of the Note into the Underlying Shares (as defined below) and delivery of those Underlying Shares to the Depositary are referred to herein as the “Conversion Shares” and, together with the Note, the “Securities”). As used herein, “Ordinary Shares” means the ordinary shares, par value US$0.00005 per share, of the Company, “ADS” means an American Depositary Share representing two such Ordinary Shares, “ADR” means an American Depositary Receipt evidencing the ADSs and “Underlying Shares” means the Ordinary Shares underlying the ADSs.

NOW THEREFORE, on and subject to the terms hereof, the Parties hereto agree as follows:

ARTICLE I

DEFINED TERMS

The terms defined in this Article I (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Agreement shall have the respective meanings specified in this Article I. The terms defined in this Article I include the plural as well as the singular.

“ADR” shall have the meaning specified in the recitals.

“ADS” shall have the meaning specified in the recitals.

“Affiliated Entity” shall have the meaning specified in Section 4.2.

“Agreement” shall have the meaning specified in the preamble.

“Anti-Corruption Laws” shall have the meaning specified in Section 4.22.

“Anti-Money Laundering Laws” shall have the meaning specified in Section 4.24.

“Closing” shall have the meaning specified in Section 2.3.

“Closing Date” shall have the meaning specified in Section 2.3.

“Company” shall have the meaning specified in the preamble.

“Company Reports” shall have the meaning specified in Section 4.1.

“Conversion Shares” shall have the meaning specified in the recitals.

“Deloitte” shall have the meaning specified in Section 4.9.

“Deposit Agreement” means the Deposit Agreement dated as of June 14, 2018 among the Company, Deutsche Bank Trust Company Americas, as depositary, and the owners and holders from time to time of the ADSs issued thereunder, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Depositary” means Deutsche Bank Trust Company Americas, as depositary under the Deposit Agreement.

“Enforceability Exceptions” shall have the meaning specified in Section 3.2.

“Environmental Laws” shall have the meaning specified in Section 4.20.

“Evaluation Date” shall have the meaning specified in Section 4.25.

“Exchange Act” means the United States Securities and Exchange Act of 1934, as amended.

“Intellectual Property Rights” shall have the meaning specified in Section 4.21.

“Interest Payment Date” shall have the meaning specified in Section 2.2.

“Issue Price” shall have the meaning specified in Section 2.1.

“Knowledge” shall have the meaning specified in Section 4.12.

“Material Adverse Effect” shall have the meaning specified in Section 4.2.

“Material Contract” shall have the meaning specified in Section 4.14.

“Material Permits” shall have the meaning specified in Section 4.13.

“Note” shall have the meaning specified in the recitals.

“OFAC” shall have the meaning specified in Section 4.23.

“Ordinary Shares” shall have the meaning specified in the recitals.

“Person” shall have the meaning specified in Section 4.23.

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“PFIC” means a passive foreign investment company within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

“PRC” shall have the meaning specified in Section 4.2.

“Purchase” shall have the meaning specified in Section 2.3.

“Purchaser” shall have the meaning specified in the preamble.

“Regulation D” shall have the meaning specified in Section 3.3.

“Registration Rights Agreement” means the Registration Rights Agreement, to be entered into by and between the Company and the Purchaser, substantially in the form attached hereto as Exhibit C.

“Restricted Shares” means any ordinary shares or other equity securities of the Company issued to (i) any eligible senior management employee, including without limitation any director, executive, officer and employee, whether full time or part time, employed by the Company or its Subsidiaries; (ii) any eligible consultant to the Company or its Subsidiaries that is employed by the Company and/or its Subsidiaries (excluding the Company and its Subsidiaries), and (iii) any eligible Person who contributes to the development of the Company and its Subsidiaries as from time to time approved by the Company’s board of directors pursuant to the Share Incentive Plans and subject to a vesting schedule thereof.

“SAFE Rules and Regulations” means collectively, the Circular 37 and any other applicable SAFE rules and regulations, as amended.

“Sanctions” shall have the meaning specified in Section 4.23.

“SEC” shall have the meaning specified in Section 3.6.

“Securities” shall have the meaning specified in the recitals.

“Securities Act” shall have the meaning specified in Section 3.3.

“Share Incentive Plans” means the 2018 Great Talent Share Incentive Plan and 2019 Noble Talent Share Incentive Plan both adopted by the Company.

“Subsidiary” shall have the meaning specified in Section 4.2.

“Underlying Shares” shall have the meaning specified in the recitals.

“U.S. GAAP” shall have the meaning specified in Section 4.10.

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ARTICLE II

ISSUANCE OF NOTE

Section 2.1    Issuance of Note. Subject to the terms set forth in this Agreement, at the Closing (as defined herein), the Company agrees to issue the Note, and Purchaser agrees to purchase a Note with the principal amount set forth opposite Purchaser’s name on Exhibit A at the issue price of 100% of the principal amount of such Note (the “Issue Price”).

Section 2.2    Interest Applicable. Interest shall accrue on the principal amount of the Note (in each case computed on the basis of a 365/366-day year and the actual number of days elapsed in any year) at a simple rate equal to 3.00% per annum from the Closing Date, which shall be payable in cash on each Interest Payment Date, and on the final maturity of the Note. The Company shall pay to the holder of the Note all accrued interest semiannually on each March 1 and September 1 of each year (each, an “Interest Payment Date”), commencing on September 1, 2021 and including March 1, 2026, which is the final maturity date of this Note. Interest shall accrue on any principal payment due under the Note until such time as payment therefor is actually delivered to the holder of the Note; provided that if any portion of the principal amount is duly converted into Conversion Shares pursuant to and in accordance with the Note, interest shall cease to accrue on the portion of the principal amount being converted.

Section 2.3    Closing. The closing (the “Closing”) of the issuance and subscription of the Note (the “Purchase”) shall occur on a date (the “Closing Date”) no later than three business days after the date of this Agreement after all closing conditions specified in Sections 6.1 and 6.2 have been waived or satisfied. At the Closing, (i) the Purchaser shall deliver or cause to be delivered to the Company the Issue Price, and (ii) the Company shall issue to the Purchaser the Note.

Section 2.4    Maturity, Payment and Conversion. The provisions pertaining to maturity, payment, conversion and acceleration of the Note are set forth in the form of Note attached hereto as Exhibit B.

Section 2.5    Subordination. The Note and the interest accrued under the Note are the senior obligations of the Company and will rank pari passu in right of payment with all other senior and unsubordinated obligations of the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Purchaser hereby makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to the Company, and all such representations and warranties shall survive the Closing.

Section 3.1    Power and Authorization. Purchaser is duly organized, validly existing and in good standing, and has the power, authority and capacity to execute this Agreement, to perform its obligations hereunder, and to consummate the Purchase.

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Section 3.2    Valid and Enforceable Agreement; No Violations. This Agreement has been duly authorized, executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”). The execution and the delivery of this Agreement and consummation of the Purchase (including execution of the Registration Rights Agreement) will not violate, conflict with, or result in a breach of or default under (i) Purchaser’s organizational documents, (ii) any agreement or instrument to which Purchaser is a party or by which Purchaser or any of its assets are bound or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to Purchaser.

Section 3.3    Investor Status. Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Securities are being offered and sold pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

Section 3.4    Restricted Note and Shares. Purchaser (a) acknowledges that (i) the issuance of the Note pursuant to this Agreement and the issuance of any Conversion Shares have not been registered under the Securities Act or any United States state securities laws, (ii) the Note and, subject to the conversion of the Note into Underlying Shares to be delivered to the Depositary for issuance of the Conversion Shares, the Conversion Shares are being offered and sold in reliance upon exemptions provided in the Securities Act and such state securities laws for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered and qualified under the Securities Act and applicable state securities laws or unless an exemption from such registration and qualification is available and (iii) the Note and Conversion Shares are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; and (b) is purchasing the Note and Conversion Shares for investment purposes only for the account of Purchaser and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Note or Conversion Shares in a manner that would violate the registration requirements of the Securities Act. Purchaser is able to bear the economic risk of holding the Note and Conversion Shares for an indefinite period and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in the Note and Conversion Shares.

Section 3.5    Legends. Purchaser understands and agrees that any certificates, book-entry or ADRs representing the Note and Conversion Shares shall bear the restrictive legend set forth in the form of Note attached hereto as Exhibit B or in Section 7.2 below, respectively.

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Section 3.6    Adequate Information; No Reliance. Purchaser acknowledges and agrees that (a) Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Purchase and has had the opportunity to review the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby and is able to bear the economic risks of an investment in the Securities, (c) Purchaser has had a full opportunity to speak directly with directors and officers of the Company and to ask questions of the Company and such directors and officers of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Purchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (d) Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Purchase and to make an informed investment decision with respect to the Purchase and (e) Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of the Company’s directors, officers, affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties made by the Company in this Agreement.

Section 3.7    No Public Market. Purchaser understands that no public market exists for the Note, and that there is no assurance that a public market will ever develop for the Note.

Section 3.8    No General Solicitation or Advertising. The offer to enter into the Purchase was directly communicated to Purchaser, and Purchaser was able to ask questions and receive answers concerning the terms of this transaction. At no time was Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

Section 3.9    Brokers’ Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on Purchaser’s behalf who would be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties, each of which is and shall be true and correct on the date hereof and at the Closing, to Purchaser, and all such representations and warranties shall survive the Closing.

Section 4.1    Exchange Act Filings. The Company has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2019 (the “Company Reports”). The Company Reports, when they became effective or were filed with or furnished to the SEC, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations thereunder and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed or furnished after the date hereof and on or prior to the Closing, when such documents become effective or are filed with the SEC, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

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Section 4.2    Due Incorporation. Each of the Company, its Subsidiaries and each of the entities through which the Company conducts its operations in the People’s Republic of China (the “PRC”) by way of contractual arrangements (each an “Affiliated Entity”) has been duly organized and is validly existing as a corporation or other legal entity in good standing (or the foreign equivalent thereof) under the laws of its jurisdiction of incorporation or organization. Except as disclosed in the Company Reports, each of the Company, its Subsidiaries and its Affiliated Entities is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which its ownership or lease of its properties or the conduct of its business requires such qualification and has all power and authority (corporate or other) necessary to own or hold its properties and to conduct the businesses in which each is engaged, except where the failure to so qualify or have such power or authority (i) would not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the condition (financial or otherwise), results of operations, assets or business of the Company, its Subsidiaries, and Affiliated Entities taken as a whole, or (ii) impair in any material respect the ability of the Company to perform its obligations under this Agreement or the Note or to consummate any transactions contemplated hereby or thereby (any such effect as described in clauses (i) or (ii), a “Material Adverse Effect”). As used in this Agreement, “Subsidiary” shall have the meaning set forth in Rule 1-02 of Regulation S-X of the SEC.

Section 4.3    Subsidiaries. The capital stock of each Subsidiary have been duly authorized and validly issued, are duly paid to the extent that is required by their applicable charter documents and nonassessable and, except to the extent set forth in the Company Reports, are owned by the Company directly, free and clear of any claim, lien, encumbrance, security interest, restriction upon voting or transfer or any other claim of any third party.

Section 4.4    Due Authorization. The Company has the full right, power and authority to enter into this Agreement and the Registration Rights Agreement and to perform and discharge its obligations hereunder and thereunder; and this Agreement and the Registration Rights Agreement and the performance by the Company of its obligations hereunder and thereunder have been duly authorized. This Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to the Enforceability Exceptions. The Registration Rights Agreement, when executed and delivered by the Company and the Purchaser will constitute a valid and binding obligation of the Company, enforceable in accordance with its terms, subject to the Enforceability Exceptions.

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Section 4.5    The Note and the Conversion Shares. The Note has been duly authorized and, when issued and delivered upon sale, will have been duly executed, authenticated, issued and delivered and will constitute a valid and legally binding obligation of the Company. The Ordinary Shares to be issued by the Company upon conversion in whole or in part of the Note have been duly authorized for issuance. Upon subscription by each holder of the Note for the number of Ordinary Shares issuable in connection with the conversion in whole or in part of such Note, such Ordinary Shares shall constitute Underlying Shares to be deposited with the Depositary for the issuance of Conversion Shares in the form of ADRs. When issued in accordance with the terms of the Note, such Conversion Shares evidenced by such ADRs, and the Underlying Shares, will be validly issued, fully paid and nonassessable and free of any preemptive or similar rights, and the Purchaser will be entitled to the rights specified respectively therein and in the Deposit Agreement (as defined below); no preemptive right, resale right, right of first refusal or similar rights exist with respect to any of the Ordinary Shares in the form of the Conversion Shares and the issuance thereof will be free of any restriction upon the voting or transfer thereof pursuant to the laws of the Cayman Islands or any agreement or other instrument to which the Company is a party. Each Note and all Conversion Shares will be issued in compliance with all U.S. federal and state securities laws and the securities laws of any other applicable jurisdiction.

Section 4.6    Capitalization. As of February 19, 2021, the share capital of the Company consists of 188,653,468 issued Ordinary Shares, fully paid, and with a par value of US$0.00005 each, and total authorized capital of 1,000,000,000 Ordinary Shares. All of the outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and nonassessable and were issued in compliance with all applicable securities laws and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. Except as set forth in the Company Reports with respect to share incentive awards that may be issued from time to time under the Company’s Share Incentive Plans, the Company has no shares of capital stock reserved for issuance, with the exception of the shares authorized for issuance in connection with the Note to be issued pursuant hereto. Except as set forth above or pursuant to this Agreement, the Company does not have outstanding any options to purchase, or any rights or warrants to subscribe for, any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of capital stock, or any such warrants, convertible securities or obligations.

Section 4.7    No Default, Termination or Lien. The execution, delivery and performance of this Agreement and the Registration Rights Agreement by the Company, the issuance and delivery of the Note by the Company, the issuance and delivery of all Conversion Shares in accordance with the terms of the Note, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms of this Agreement and the Registration Rights Agreement will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, give rise to any right of termination or other right or the cancellation or acceleration of any right or obligation or loss of a benefit under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon any property or assets of the Company or any Subsidiary or Affiliated Entity pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries or Affiliated Entities is a party or by which the Company or any of its Subsidiaries or Affiliated Entities is bound or to which any of the property or assets of the Company or any of its Subsidiaries or Affiliated Entities is subject, nor will such actions result in any violation of the provisions of the organizational documents of the Company or any of its Subsidiaries or Affiliated Entities or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or Affiliated Entities or any of their properties or assets.

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Section 4.8    No Consents. No consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or blue sky laws of the various states of the United States and the New York Stock Exchange in connection with the offer and issuance of the Notes.

Section 4.9    Independent Accountants. Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”), who has certified certain financial statements and related schedules included or incorporated by reference in the Company Reports, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act and the rules and regulations thereunder and the Public Company Accounting Oversight Board (United States). Except as pre-approved in accordance with the requirements set forth in Section 10A of the Exchange Act, Deloitte has not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).

Section 4.10    Financial Statements. The financial statements, together with the related notes and schedules, included in the Company Reports present fairly in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods covered thereby, all in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”) applied on a consistent basis throughout the entire period involved, except as otherwise disclosed in the Company Reports. Such financial statements, together with the related notes and schedules, comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. No other financial statements or supporting schedules or exhibits are required by the Exchange Act or the rules and regulations thereunder to be filed with the SEC.

Section 4.11    No Material Adverse Change. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries and Affiliated Entities, taken as a whole, from that set forth or contemplated in the Company Reports filed prior to the date hereof.

Section 4.12    Legal Proceedings. There are no legal or governmental proceedings, actions, suits or claims (i) pending or, to the Company’s Knowledge, threatened to which the Company or any of its Subsidiaries or Affiliated Entities is a party or to which any of the properties or assets of the Company or any of its Subsidiaries or Affiliated Entities is subject, other than proceedings accurately described in all material respects in the Company Reports and proceedings that would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (ii) that are required to be described in the Company Reports and are not so described; and there are no statutes, regulations, contracts or other documents to which the Company or any of its Subsidiaries or Affiliated Entities is subject or by which the Company or any of its Subsidiaries or Affiliated Entities is bound that are required to be described in the Company Reports or to be filed as exhibits to the Company Reports that are not described therein or filed as required. Neither the Company nor any Subsidiary or Affiliated Entities, nor any director or officer thereof, is or has been the subject of any legal or governmental proceedings, actions, suits or claims of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. For purposes of this Agreement, “Knowledge” means the actual knowledge (after due inquiry) of the executive officers (as defined in Exchange Act Rule 3b-7) of the Company or its Subsidiaries or Affiliated Entities, as applicable.

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Section 4.13    Regulatory Permits. Each of the Company and its Subsidiaries and Affiliated Entities possesses or has applied for all certificates, authorizations, licenses, franchises, permits, orders and approvals issued or granted by the appropriate governmental or regulatory authorities, agencies, courts, commissions or other entities, whether federal, state, local or foreign, or applicable self-regulatory organizations necessary to conduct its business as currently conducted, except (i) where the failure to possess such certificates, authorizations, licenses, franchises, permits, orders and approval, individually or in the aggregate, has not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (“Material Permits”) and (ii) as accurately described in all material respects in the Company Reports, and neither the Company nor any of its Subsidiaries or Affiliated Entities has received any written notice of proceedings relating to the revocation or material adverse modification of any such Material Permits (except as accurately described in all material respects in the Company Reports), and to the Company’s Knowledge, there are no facts or circumstances that would give rise to the revocation, termination or material adverse modifications of any Material Permits.

Section 4.14    Material Contracts. Except for the Material Contracts, the Company and its Subsidiaries and Affiliated Entities are not party to any agreements, contracts or commitments that are material to the business, financial condition, assets or operations of the Company and its Subsidiaries and Affiliated Entities or that would be required to be filed pursuant to Item 19 and the Instructions as to Exhibits of Form 20-F. Neither the Company nor any of its Subsidiaries or Affiliated Entities is in material default under, or in material violation of, nor has received written notice of termination or default under any Material Contract. For purposes of this Agreement, “Material Contract” means any contract of the Company that was filed as an exhibit to the Company Reports pursuant to Item 19 and the Instructions as to Exhibits of Form 20-F.

Section 4.15    Investment Company Act. Neither the Company nor any of its Subsidiaries is or, after giving effect to the Purchase and the application of the proceeds thereof, will become an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

Section 4.16    No Price Stabilization. Neither the Company, its Subsidiaries nor any of the Company’s or its Subsidiaries’ officers, directors or affiliates has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company.

Section 4.17    Title to Property. The Company and its Subsidiaries and Affiliated Entities have good and marketable title to all real and personal property owned by them which is material to the business of the Company and its Subsidiaries and Affiliated Entities, taken as a whole, in each case free and clear of all liens, encumbrances and defects of title except such as are described in the Company Reports or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries and Affiliated Entities; and any real property and buildings held under lease by the Company and its Subsidiaries and Affiliated Entities are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries and Affiliated Entities, in each case except as described in the Company Reports.

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Section 4.18    No Labor Disputes. No strike, labor dispute, slowdown or stoppage is pending or, to the Knowledge of the Company or the Subsidiaries or Affiliated Entities, threatened against the Company or any of the Subsidiaries or Affiliated Entities, except any labor dispute that would not have, individually or in the aggregate, a Material Adverse Effect, and no union representation dispute currently is existing concerning the employees of the Company or any of the Subsidiaries or Affiliated Entities. To the Knowledge of the Company or the Subsidiaries or Affiliated Entities, no union organizing activities are currently taking place concerning the employees of the Company or any of the Subsidiaries or Affiliated Entities and there has been no violation of any United States federal, state, local or foreign law or collective bargaining agreement relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or retirement benefits, or any provision of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder concerning the employees of the Company or any of the Subsidiaries or Affiliated Entities.

Section 4.19    Taxes. The Company (i) has filed all necessary national, regional, local and other tax returns (or timely filed applicable extensions therefore) that have been required to be filed, (ii) is not in default in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company is contesting in good faith and for which adequate reserves have been provided and reflected in the financial statements included in the Company Reports, (iii) does not have any tax deficiency that has been or, to the Company’s Knowledge, is reasonably likely to be asserted or threatened against it, except, in each case, for any failure to pay tax or file a tax return or any deficiencies that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 4.20    Compliance with Environmental Laws. Except as disclosed in the Company Reports, neither the Company nor any of its Subsidiaries or Affiliated Entities is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), or, to the Company’s Knowledge, operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

Section 4.21    Intellectual Property Rights. The Company and its Subsidiaries and Affiliated Entities own or possess, or have the right to use, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights, except such as would not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

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Section 4.22    Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries or Affiliated Entities, nor any director or officer thereof nor, to the Company’s Knowledge, any employee, agent, affiliate or representative of the Company or of any of its Subsidiaries or Affiliated Entities, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his or her lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the sale of the Note in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”); and the Company and its Subsidiaries and Affiliated Entities and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and implemented, and will continue to maintain and implement, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein. .

Section 4.23    OFAC and Similar Laws. None of the Company, any of its Subsidiaries and Affiliated Entities or, to the Company’s Knowledge, any director, officer, agent, employee, affiliate or representative of the Company or any of its Subsidiaries or Affiliated Entities is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries or Affiliated Entities located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the issuance of the Note, or lend, contribute or otherwise make available such proceeds to any Subsidiaries, Affiliated Entities, joint venture partners or other Person, to knowingly fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

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Section 4.24     Compliance with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries and Affiliated Entities are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering Law of the PRC, the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of all jurisdictions where the Company and its Subsidiaries and Affiliated Entities conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries or Affiliated Entities with respect to the Anti-Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

Section 4.25    Disclosure Controls and Procedures. Except as disclosed in the Company Reports, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that material information relating to the Company, including any consolidated Subsidiaries, is made known to its chief executive officer and chief financial officer by others within those entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date and except as disclosed in the Company Reports, there have been no material changes in the Company’s internal controls (as such term is defined in the rules of the SEC under the Exchange Act) or, to the Company’s Knowledge, in other factors that could affect the Company’s internal controls.

Section 4.26    Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Section 4.27    Absence of Material Changes. Subsequent to the respective dates as of which information is given in the Company Reports, and except as may be otherwise disclosed in such Company Reports, there has not been (i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (v) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs due to grants of share under the Company’s Share Incentive Plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants) or (vi) any issuance of options, warrants, convertible securities or other rights to purchase the capital share (other than grants of share options under the Company’s Share Incentive Plans existing on the date hereof) of the Company.

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Section 4.28    Brokers’ Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person that would give rise to a valid claim against the Company for a brokerage commission, finder’s fee or like payment in connection with the offering and issuance of any Note or any transaction contemplated by this Agreement.

Section 4.29    Listing and Maintenance Requirements. The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, as applicable. The ADSs are registered pursuant to Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the ADSs under the Exchange Act or delisting the ADSs from the New York Stock Exchange, nor has the Company received any notification that either the SEC or the New York Stock Exchange is contemplating terminating such registration or listing. The Conversion Shares will be duly authorized for listing on the New York Stock Exchange immediately upon conversion of each Note in accordance with the terms of each Note and the issuance of the ADSs by the Depositary following the deposit of the Underlying Shares.

Section 4.30    Sarbanes-Oxley Act. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all applicable rules and regulations promulgated thereunder or implementing provisions thereof that are then in effect.

Section 4.31    New York Stock Exchange Approval Rules. No further approval of the shareholders of the Company under the rules and regulations of the New York Stock Exchange is required for the Company to issue and deliver the Note to Purchaser or the Conversion Shares upon conversion of the Note.

Section 4.32    No General Solicitation. Neither the Company nor any person acting on its or their behalf has engaged in any general solicitation or general advertising in connection with the offering or issuance of any Note, including but not limited to the methods described in Rule 502(c) under the Securities Act.

Section 4.33    Integration. Neither the Company nor any other person acting on its behalf has, directly or indirectly, offered or sold or will, directly or indirectly, offer or sell any securities of the same or similar class as the Note, or take any other action, so as to cause the offer and issuance of the Note to fail to be entitled to the exemption afforded by Regulation D under the Securities Act.

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Section 4.34    PFIC Status. The Company was not a PFIC as of the end of its most recent taxable year and, based on the expected composition of its income and the value of its assets, does not expect to be a PFIC for the current taxable year.

Section 4.35    No Transaction or Other Taxes. No transaction, stamp, capital or other documentary, issuance, registration, transaction, transfer, withholding or other similar taxes or duties are payable by or on behalf of the Purchaser to the government of the PRC, Hong Kong or Cayman Islands or any political subdivision or taxing authority thereof in connection with the execution, delivery or performance of this Agreement, the Registration Rights Agreement or the Note.

Section 4.36    Absence of Accounting Issues. The Company has not received any notice, oral or written, from the board of directors stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the board of directors review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to any of the Company’s material accounting policies; or (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior two fiscal years.

Section 4.37    Payment of Dividends. All Conversion Shares shall be entitled to rights to participate in all dividends and other distributions the record one of which falls after the date on which the Note has been surrendered for conversion at the principal office of the Company, as the case may be.

Section 4.38    Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

Section 4.39    No Immunity. None of the Company, its Subsidiaries and Affiliated Entities or any of their respective properties, assets or revenues has any right of immunity, under the laws of the Cayman Islands, Hong Kong, the PRC, the State of New York or the United States, from any legal action, suit or proceeding, the giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any Cayman Islands, Hong Kong, PRC, the State of New York or United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the Note, the Registration Rights Agreement or the Deposit Agreement; and, to the extent that the Company, any of the Subsidiaries and Affiliated Entities or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the Company and the Subsidiaries and Affiliated Entities waives or will waive such right to the extent permitted by law.

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ARTICLE V

OTHER AGREEMENTS

Section 5.1    Depositary. As more fully described in the Note, upon conversion of all or any portion of a Note held by Purchaser in accordance with the terms thereof, the Company will cause the Depositary to deliver the relevant number of Conversion Shares to Purchaser against deposit of the Underlying Shares, pursuant to the Deposit Agreement, and the owners and holders from time to time of the ADSs issued thereunder, and Purchaser shall cooperate with the Company and the Depositary in connection therewith.

Section 5.2    Supplemental Listing Application. Within two business days following the Closing Date, the Company shall file with the New York Stock Exchange a supplemental listing application reflecting the transactions contemplated hereby.

Section 5.3    Listing of Shares; Certificates. The Company covenants that all Conversion Shares will, at all times that any Note is convertible, be duly approved for listing subject to official notice of issuance on the New York Stock Exchange. The Company covenants that the certificates, if any, representing the ADRs to be issued to evidence any Conversion Shares issued upon conversion of Notes will comply with applicable law.

Section 5.4    SAFE Rules and Regulations. To the extent practicable, the Company will, on a continuous basis, use its reasonable efforts to cause each of the Company’s direct or indirect shareholders who are a “domestic resident” (as defined in Circular 37), and cause one of its Affiliated Entities or its subsidiaries in China to work with each of the participants of the Share Incentive Plans, who is a “domestic resident” (as defined in Circular 7) and directly or indirectly holds Restricted Shares of the Company, who is a “domestic resident” (as defined in Circular 7), to duly complete, obtain and keep current the foreign exchange registrations with the competent local branch of the SAFE in accordance with the requirements of the SAFE Rules and Regulations.

Section 5.5    Confidentiality. Each Party agrees not to disclose the other Party’s identity and not to permit such disclosure by any of its Subsidiaries and affiliates unless such disclosure is required, in the good faith determination by qualified legal counsel, by applicable law or regulation (including any rules or regulations of any securities exchange). In the case that disclosure is so required, the Company will provide Purchaser with a draft of the proposed disclosure at least ten days prior to its release, publication or filing and will accept reasonable comments on such disclosure.

ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1    Purchaser’s Conditions Precedent. The obligation of Purchaser to complete the Purchase is subject to the satisfaction of each of the following conditions precedent:

(a)    each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;

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(b)    the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing;

(c)    no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof;

(d)    the Company shall have executed and delivered the Registration Rights Agreement to Purchaser; and

(e)    the Chief Executive Officer or Chief Financial Officer of the Company shall have delivered to Purchaser a certificate, dated as of the Closing Date, certifying to their knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.1.

Section 6.2    Company Conditions Precedent. The obligation of the Company to complete the issuance of the Note to Purchaser contemplated by this Agreement is subject to the satisfaction of each of the following conditions precedent:

(a)    each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;

(b)    Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing;

(c)    no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof; and

(d)    Purchaser shall have delivered to the Company a certificate, dated as of the Closing Date, executed by a duly authorized officer of the Purchaser, certifying to his or her knowledge, after reasonable inquiry, as to the matters set forth in paragraphs (a) and (b) of this Section 6.2.

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ARTICLE VII

CERTAIN COVENANTS

Section 7.1    Certain Actions. The Company and Purchaser shall reasonably cooperate with each other and use (and shall cause their respective affiliates to use) reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement, applicable law and stock exchange listing standards to consummate the transactions contemplated by this Agreement as soon as practicable.

Section 7.2    Legends. To the extent reasonably necessary under applicable law, any certificate, book-entry or ADR representing Conversion Shares which are issued following conversion of the Note and deposit of the Underlying Shares with the Depositary shall have endorsed, to the extent appropriate, upon its face the following words:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, ASSIGNED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER SUCH ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144.

Section 7.3    Legend Removal. Upon the request of the Purchaser or any transferee or proposed transferee thereof, the Company shall instruct the Depositary to remove the legend contemplated by Section 7.2 of this Agreement (and shall revoke any related stop transfer or similar instructions to its registrar and transfer agent), if the Conversion Shares are covered by an effective registration statement under the Securities Act or if such person provides reasonable evidence and an opinion of counsel to the effect that a sale, transfer or assignment of such Conversion Shares may be made without registration under the Securities Act or that such Conversion Shares are eligible for resale pursuant to Rule 144 under the Securities Act.

ARTICLE VIII

MISCELLANEOUS

Section 8.1    Entire Agreement. This Agreement and any documents and agreements executed in connection with the Purchase embody the entire agreement and understanding of the Parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the Parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

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Section 8.2    Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all language in all parts of this Agreement shall be construed in accordance with its fair meaning, and not strictly for or against either party.

Section 8.3    Governing Law; Arbitration. This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of New York without reference to its choice of law rules. Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The seat of arbitration shall be Hong Kong.

Section 8.4    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party.

Section 8.5    Certain Definitional Provisions. Unless the express context otherwise requires, the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement; any references herein to a specific Section, Schedule or Annex shall refer, respectively, to Sections, Schedules or Annexes of this Agreement; wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”; and references herein to any gender includes each other gender.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the Parties hereto has caused this Agreement to be executed as of the date first above written.

The Company

PUXIN LIMITED

By: /s/ Yunlong Sha

Name: Yunlong Sha

Title: Chairman and Chief Executive Officer

Purchaser

SERENITY INVESTMENT MASTER FUND LIMITED

By: /s/Wang CHEN

Name: Wang CHEN

Title: Director

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EXHIBIT A

SCHEDULE OF PURCHASERS

Serenity Investment Master Fund Limited

Aggregate Principal Amount of Notes:             $50,000,000

A-1

EXHIBIT B

FORM OF CONVERTIBLE PROMISSORY NOTE

B-1

THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THE TRANSFER OF THIS SECURITY IS ALSO SUBJECT TO THE CONDITIONS SPECIFIED IN THE CONVERTIBLE NOTE AGREEMENT, DATED AS OF [•], 2021, AS AMENDED AND MODIFIED FROM TIME TO TIME, BETWEEN PUXIN LIMITED (THE “COMPANY”) AND THE PURCHASER PARTY THERETO. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. UPON WRITTEN REQUEST, A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF WITHOUT CHARGE.

PUXIN LIMITED

CONVERTIBLE PROMISSORY NOTE

[●], 2021 US$50,000,000

Puxin Limited, a Cayman Islands exempted company with limited liability (the “Company”), hereby promises to pay to the order of Serenity Investment Master Fund Limited (the “Purchaser”) or its transferee, the principal amount of Fifty Million Dollars ($50,000,000). This Note is being issued pursuant to a Convertible Note Purchase Agreement, dated as of [●], 2021 (the “Purchase Agreement”), between the Company and the Purchaser. The Purchase Agreement contains terms governing the rights of the holder of this Note, and all provisions of the Purchase Agreement are hereby incorporated herein in full by reference. Unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement.

ARTICLE I

DEFINED TERMS

The terms defined in this Article I (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Note shall have the respective meanings specified in this Article I. The words “herein,” “hereof,” “hereunder” and words of similar import refer to this Note as a whole and not to any particular Article, Section or other subdivision. The terms defined in this Article I include the plural as well as the singular.

“ADSs” shall have the meaning specified in Section 3.2.

“Board of Directors” shall have the meaning specified in Section 5.3(a).

“Closing Sale Price” shall have the meaning specified in Section 5.1(d).

“Company” shall have the meaning specified in the preamble.

“Conversion Date” shall have the meaning specified in Section 5.1(b).

“Conversion Rate” shall have the meaning specified in Section 5.2.

“Deposit Agreement” means Deposit Agreement dated as of June 14, 2018 among the Company, Deutsche Bank Trust Company Americas, as depositary, and the owners and holders from time to time of the ADSs issued thereunder, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Depositary” means Deutsche Bank Trust Company Americas, as depositary under the Deposit Agreement.

“Distributed Assets” shall have the meaning specified in Section 5.3(d).

“Event of Default” shall have the meaning specified in Section 4.1.

“Expiration Date” shall have the meaning specified in Section 5.3(f).

“Expiration Time” shall have the meaning specified in Section 5.3(f).

“Fundamental Change” means the occurrence of any of the following:

(a)    except as described in clause (b) below, (A) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries, the employee benefit plans of the Company and its Subsidiaries and any Permitted Holder, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s ordinary share capital (including ordinary share capital held in the form of ADSs) representing more than 50% of the voting power of the Company’s ordinary share capital or (B) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the Company’s then outstanding Ordinary Shares (including Ordinary Shares held in the form of ADSs); 

(b)    the consummation of (A) any recapitalization, reclassification or change of the Ordinary Shares or the ADSs (other than changes resulting from a subdivision or combination) as a result of which the Ordinary Shares or the ADSs would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Company or any similar transaction pursuant to which the Ordinary Shares or the ADSs will be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries and consolidated affiliated entities, taken as a whole, to any Person other than one of the Company’s Subsidiaries or consolidated affiliated entities; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of ordinary shares of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions vis-à-vis each other as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

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(c)    the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;

(d)    the ADSs (or Ordinary Shares or other common equity then underlying the Note) cease to be listed or quoted on any of The New York Stock Exchange (or its successors); or

(e)    any change in or amendment to the laws, regulations and rules of the PRC or the official interpretation or official application thereof (a “Change in Law”) that results in (x) the Company, its subsidiaries and its consolidated affiliated entities (collectively, the “Company Group”) (as in existence immediately subsequent to such Change in Law), as a whole, being legally prohibited from operating substantially all of the business operations conducted by the Company Group (as in existence immediately prior to such Change in Law) as of the last date of the period described in the Company’s consolidated financial statements for the most recent fiscal quarter and (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Company Group (as in existence immediately prior to such Change in Law) in the same manner as reflected in the Company’s consolidated financial statements for the most recent fiscal quarter.

“Interest Payment Date” shall have the meaning specified in Section 2.1.

“Make Whole Fundamental Change” means the occurrence of any Fundamental Change contemplated by clauses (a), (b), (d), or ( e) of the definition thereof.

“Make Whole Fundamental Change Premium” means the product of the then applicable Conversion Rate multiplied by 1.20.

“Merger Event” shall have the meaning specified in Section 5.4.

“Ordinary Shares” shall have the meaning specified in Section 3.2.

“Permitted Holders” means Mr. Yunlong Sha and Long bright Limited, together with any other respective “person” or “group” subject to aggregatation of ordianry share capital of the Company (including ordinary share capital held in the form of ADSs) with any of the aforementioned person and entity under Section 13(d) of the Exchange Act.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

“Purchase Agreement” shall have the meaning specified in the preamble.

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“Purchaser” shall have the meaning specified in the preamble.

“Reference Price” means US$4.00 per Ordinary Share (equivalent to US$8.00 per ADS), subject to the same adjustments to the Conversion Rate pursuant to this Note.

“Reference Property” shall have the meaning specified in Section 5.4.

“Securities Act” shall have the meaning specified in the legend above.

“Spin-Off” shall have the meaning specified in Section 5.3(d).

“Spin-Off Valuation Period” shall have the meaning specified in Section 5.3(d).

“Successor Company” shall have the meaning specified in Section 13.1.

“Trigger Event” shall have the meaning specified in Section 5.3(d).

“Underlying Shares” shall have the meaning specified in Section 5.1(d)(i).

“US$ or $” refers to United States dollars, the lawful currency of the United States.

ARTICLE II

PAYMENT OF INTEREST

Section 2.1    Interest Payments. Interest shall accrue on the principal amount of the Note (in each case computed on the basis of a 365/366-day year and the actual number of days elapsed in any year) at a simple rate equal to 3.00% per annum. The Company shall pay to the holder of this Note all accrued interest in cash semiannually on each [●] and [●] of each year (each, an “Interest Payment Date”), commencing on [●], 2021 and including [●], which is the final maturity date of this Note. Interest shall accrue on any principal payment due under this Note until such time as payment therefor is actually delivered to the holder of this Note; provided that if any portion of the principal amount is duly converted into Conversion Shares pursuant to and in accordance with the Note, interest shall cease to accrue on the portion of the principal amount being converted.

Section 2.2    Payment of Interest Upon Conversion. Accrued and unpaid interest that would have been payable on the next Interest Payment Date will not be payable with respect to any portion of the Note submitted for conversion prior to such Interest Payment Date except for (i) a Note submitted for conversion after [●] (the last Interest Payment Date prior to maturity of the Note; (ii) if a Fundamental Change has occurred and the Note is submitted for conversion prior to the last day that the Note may be submitted for repurchase pursuant to Section 6.3; or (iii) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to the Note.

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ARTICLE III

PAYMENT OF PRINCIPAL ON NOTE

Section 3.1    Scheduled Payment. Unless converted as set forth below, the principal amount (including any accrued and unpaid interest) of this Note shall be due and payable on [●], 2026.

Section 3.2    Conversion. Notwithstanding any provision contained in this Article III, the holder of this Note may convert, indirectly through the procedure set forth in Section 5.1(c), all or any portion of the outstanding principal amount (including any accrued and unpaid interest) of this Note into the Company’s American Depositary Shares (“ADSs”), each representing two (2) ordinary shares of the Company, par value US$0.00005 per share (“Ordinary Shares”), in accordance with Article V, until such time as the outstanding principal amount (including any accrued and unpaid interest) has been paid in full. For the avoidance of doubt, any reference in this Note to the conversion of the Note into ADSs shall mean the issuance of ADSs following conversion of the Note in accordance with the procedure set forth in Section 5.1(c).

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES ON DEFAULT

Section 4.1    Event of Default. An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a)    the Company defaults in the payment of principal or interest on the Note when the same becomes due and payable, whether at maturity, an Interest Payment Date or at a date fixed for prepayment or by declaration or otherwise and such failure to pay is not cured within three (3) business days after the occurrence thereof; or

(b)    the Company defaults in the performance of, or compliance with, any material term contained in the Purchase Agreement or the Note and the default is not remedied within thirty (30) days after the Company receives written notice of the default from the holder of the Note; or

(c)    the Company (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property or (v) is adjudicated as insolvent or to be liquidated; or

(d)    the Company, any subsidiary of the Company or any of their respective affiliates fails to pay principal when due (whether at stated maturity or otherwise) or an uncured default exists that results in the acceleration of maturity of any indebtedness for borrowed money of the Company, any subsidiary of the Company or any of their respective affiliates in an aggregate amount in excess of $10,000,000 (or its foreign currency equivalent), unless such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within any applicable cure period set forth in the relevant agreement or instrument; or

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(e)    one or more final non-appealable judgments for the payment of money in any aggregate amount in excess of $10,000,000 shall be rendered against the Company, any subsidiary of the Company or any of their respective affiliates and the same shall remain undischarged for a period of sixty (60) days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company, any subsidiary of the Company or any of their respective affiliates to enforce any such judgment; or

(f)    a court or governmental authority of competent jurisdiction enters an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against the Company and such petition shall not be dismissed within sixty (60) days.

Section 4.2    Acceleration.

(a)    If an Event of Default with respect to the Company described in subsection (c) of Section 4.1 has occurred, the Note shall automatically become immediately due and payable.

(b)    If any other Event of Default has occurred and is continuing, the holder of the Note may at any time at his, her or its option, by notice to the Company, declare the Note to be immediately due and payable.

(c)    Upon the Note becoming due and payable under this Section 4.2, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount (including any accrued and unpaid interest) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

Section 4.3    Other Remedies. If any Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 4.2, the holder of the Note may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein, for an injunction against a violation of any of the terms hereof or thereof or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 4.4    No Waivers or Election of Remedies; Expenses. No course of dealing and no delay on the part of the holder of the Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. The Company shall pay the principal aomut (including any accrued and unpaid interest) of the Note without any deduction for any setoff or counterclaim. No right, power or remedy conferred by the Purchase Agreement or by the Note upon the holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. The Company will pay to the holder of the Note on demand such further amount as shall be sufficient to cover all reasonable costs and expenses of such holder incurred in any enforcement or collection under this Article IV, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

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ARTICLE V

CONVERSION

Section 5.1    Conversion Procedure.

(a)    At any time prior to the payment of this Note in full, the holder of this Note may convert all or any portion of the outstanding principal amount this Note into a number of ADSs (excluding any fractional ADS) equal to the product obtained by dividing (i) the portion of the principal amount designated by such holder to be converted, by (ii) the Conversion Rate then in effect.

(b)    Except as otherwise expressly provided herein, each conversion of this Note shall be deemed to have been effected as of the close of business on the date on which this Note has been surrendered for conversion at the principal office of the Company (the “Conversion Date”). At such time as such conversion has been effected, the rights of the holder of this Note as such holder to the extent of the conversion shall cease, and the Person or Persons in whose name or names the ADSs are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the ADSs represented thereby.

(c)    As soon as possible after a conversion has been effected (but in any event within five (5) business days in the case of clause (i) below), the holder of this Note shall subscribe for the number of Ordinary Shares issuable upon conversion (in whole or in part) of this Note, and the Company shall do the following:

(i)    register the issuance to the converting holder of the number of Ordinary Shares issuable upon conversion (in whole or in part) of this Note (the “Underlying Shares”) in the Company’s share transfer registry;

(ii)    issue the Underlying Shares and deposit such Underlying Shares with Deutsch Bank Trust Company Americas, as depositary (the “Depositary”), in the name and on behalf of the holder of the Note;

(iii)    cause the Depositary to issue and deliver to the converting holder certificates or a book-entry transfer for the number of ADSs to which the holder shall be entitled against deposit of the Underlying Shares, pursuant to the Deposit Agreement ; and

(iv)    deliver to the converting holder a new Note representing any portion of the principal amount that was represented by the Note surrendered to the Company in connection with such conversion, but which was not converted or which could not be converted because it would have required the issuance of a fractional Ordinary Share.

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The converting holder shall cooperate with the Company and the Depositary to facilitate the process outlined above, including through the execution of a subscription form for the Ordinary Shares satisfactory to the converting holder and the execution of a power of attorney authorizing the Company to deliver the Underlying Shares to the Depositary on such holder’s behalf.

(d)    If a fractional ADS would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional share, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the market price of such fractional share based on the closing price of the ADSs on the New York Stock Exchange (the “Closing Sale Price”) on the Conversion Date.

(e)    The issuance of the Underlying Shares and ADSs upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Underlying Shares and ADSs, unless the tax is due because the holder requests such Underlying Shares and ADSs to be issued in a name other than the holder’s name, in which case the holder shall pay the tax. Upon conversion of this Note, the Company shall take all such actions as are necessary in order to ensure that the Ordinary Shares and ADSs issuable with respect to such conversion shall be validly issued, fully paid and nonassessable.

(f)    The Company shall not close its books against the transfer of Ordinary Shares or ADSs issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note.

Section 5.2    Conversion Rate. The initial Conversion Rate shall be 125.0000 ADSs (subject to adjustment as provided in this Article V, the “Conversion Rate”) per $1,000 principal amount of the Note. To address dilution of the conversion rights granted under the Note, the Conversion Rate shall be subject to adjustment from time to time pursuant to Section 5.3. The Conversion Rate will also be subject to adjustment upon the occurrence of certain Make Whole Fundamental Changes pursuant to Section 6.2.

Section 5.3    Adjustments to Conversion Rate. If the number of Ordinary Shares represented by each ADS is changed, after the date of this Note, for any reason other than one or more of the events described in this Section 5.3, the Company shall make an appropriate adjustment to the Conversion Rate such that the number of Ordinary Shares represented by the ADSs upon which conversion of the Note is based remains the same. In addition, the Conversion Rate shall be adjusted from time to time by the Company as follows:

(a)    In case the Company shall, at any time or from time to time while the Note is outstanding, pay a dividend in Ordinary Shares (directly or in the form of ADSs) or make a distribution in Ordinary Shares to all or substantially all holders of Ordinary Shares, then the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such dividend or distribution;
CR1	=	the Conversion Rate in effect on the ex-dividend date for such dividend or distribution;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such dividend or distribution; and
OS1	=	the number of Ordinary Shares that would be outstanding immediately after, and solely as a result of, such dividend or distribution.

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Any adjustment made pursuant to this Section 5.3(a) shall become effective immediately prior to 9:00 a.m., New York City time, on the ex-dividend date for such dividend or distribution. If any dividend or distribution that is the subject of this Section 5.3(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Company (the “Board of Directors”) publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For purposes of this Section 5.3(a), the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such dividend or distribution shall not include Ordinary Shares held in treasury, if any. The Company will not pay any dividend or make any distribution on Ordinary Shares held in treasury, if any.

(b)    In case outstanding Ordinary Shares (directly or in the form of ADSs) shall be subdivided or split into a greater number of Ordinary Shares or combined or reverse split into a smaller number of Ordinary Shares (in each case, other than in connection with a transaction to which Section 5.4 applies), the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the effective date of such subdivision or combination;
CR1	=	the Conversion Rate in effect on the effective date of such subdivision or combination;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the effective date of such subdivision or combination; and

OS₁ = the number of Ordinary Shares that would be outstanding immediately after, and solely as a result of, such subdivision or combination.

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Any adjustment made pursuant to this Section 5.3(b) shall become effective immediately prior to 9:00 a.m., New York City time, on the effective date of such subdivision or combination.

(c)    In case the Company shall issue rights (other than rights issued pursuant to a shareholders’ rights plan or a dividend or distribution on Ordinary Shares in Ordinary Shares as set forth in (a) above) or warrants to all or substantially all holders of its Ordinary Shares (whether direct or in the form of ADSs), other than an issuance in connection with a transaction to which Section 5.4 applies, entitling them to purchase, for a period expiring within forty-five (45) calendar days of the date of issuance, Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share less than the average of the Closing Sale Prices of the ADSs divided by the number of Ordinary Shares then represented by each ADS during the ten (10) consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for the distribution, the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such issuance;
CR1	=	the Conversion Rate in effect on the ex-dividend date for such issuance;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such issuance;
X	=	the total number of Ordinary Shares issuable (directly or in the form of ADSs) pursuant to such rights or warrants; and
Y	=	the number of Ordinary Shares equal to the quotient of (x) aggregate price payable to exercise such rights or warrants, divided by (y) the average of the Closing Sale Prices of the ADSs during the ten (10) consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for such issuance.

Any adjustment made pursuant to this Section 5.3(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the ex-dividend date for such issuance. If any rights or warrants described in this Section 5.3(c) are not so issued, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or Ordinary Shares are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered. In determining the aggregate price payable to exercise such rights and warrants, there shall be taken into account any consideration received by the Company for such rights or warrants and the value of such consideration (if other than cash, to be determined in good faith by the Board of Directors). For purposes of this Section 5.3(c), the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such issuance shall not include Ordinary Shares held in treasury, if any. The Company will not issue any such rights or warrants in respect of Ordinary Shares held in treasury, if any.

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(d)    In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of its outstanding Ordinary Shares (whether direct or in the form of ADSs) of any class of capital stock of the Company or evidences of its indebtedness or assets (including securities, but excluding (i) any dividends or distributions referred to in Section 5.3(a), (ii) any rights or warrants referred to in Section 5.3(c), (iii) any dividends or distributions referred to in Section 5.3(e), (iv) any dividends or distributions in connection with a transaction to which Section 5.4 applies, or (v) any Spin-Offs to which the provisions set forth below in this Section 5.3(d) applies) (any of the foregoing hereinafter in this Section 5.3(d) called the “Distributed Assets”), then, in each such case, the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such distribution;
CR1	=	the Conversion Rate in effect on the ex-dividend date for such distribution;
SP0	=	the average of the Closing Sale Prices of the ADSs multiplied by the number of Ordinary Shares then represented by each ADS during the ten (10) consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for such distribution; and
FMV	=	the fair market value on the ex-dividend date for such distribution of the Distributed Assets so distributed applicable to one (1) Ordinary Share, as determined in good faith by the Board of Directors.

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In the event where there has been a payment of a dividend or other distribution on the Ordinary Shares (directly or in the form of ADSs) or shares of capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company (a “Spin-Off”) that are, or when issued, will be, traded or listed on the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or any other U.S. national securities exchange or market, then the Conversion Rate shall instead be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such distribution;
CR1	=	the Conversion Rate in effect on the ex-dividend date for such distribution;
FMV0	=	the average of the Closing Sale Prices of the Distributed Assets applicable to one (1) Ordinary Share during the ten consecutive trading day period commencing on and including the effective date of the Spin-Off (the “Spin-Off Valuation Period”); and
MP0	=	the average of the Closing Sale Prices of the ADSs multiplied by the number of Ordinary Shares then represented by each ADS during the Spin-Off Valuation Period.

Any adjustment made pursuant to this Section 5.3(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the ex-dividend date for such distribution. If any dividend or distribution of the type described in this Section 5.3(d) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Rights or warrants distributed by the Company to all holders of Ordinary Shares (whether direct or in the form of ADSs) entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Ordinary Shares, shall be deemed not to have been distributed for purposes of this Section 5.3 (and no adjustment to the Conversion Rate under this Section 5.3 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 5.3(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Note, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and record date with respect to new rights or warrants with such rights. In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 5.3 was made, (A) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Ordinary Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Ordinary Shares as of the date of such redemption or repurchase and (B) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

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No adjustment of the Conversion Rate shall be made pursuant to this Section 5.3(d) in respect of rights or warrants distributed or deemed distributed on any Trigger Event to the extent that such rights or warrants are actually distributed to a holder upon conversion of this Note.

(e)    In case the Company shall pay a dividend or otherwise distribute to all or substantially all holders of its Ordinary Shares (direct or in the form of ADSs) a dividend or other distribution of exclusively cash excluding (i) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary and (ii) any dividend or distribution in connection with a transaction to which Section 5.4 applies, then the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the ex-dividend date for such dividend or distribution;
CR1	=	the Conversion Rate in effect on the ex-dividend date for such dividend or distribution;
SP0	=	the average of the Closing Sale Prices of the ADSs multiplied by the number of Ordinary Shares then represented by each ADS during the ten (10) consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for such distribution; and
DIV	=	the amount in cash per Ordinary Share the Company distributes to holders of its Ordinary Shares.

Any adjustment made pursuant to this Section 5.3(e) shall become effective immediately prior to 9:00 a.m., New York City time, on the ex-dividend date for such dividend or distribution. If any dividend or distribution of the type described in this Section 5.3(e) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

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(f)    In case of purchases of the Ordinary Shares (directly or in the form of ADSs) pursuant to a tender offer or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Ordinary Shares (directly or indirectly in the form of ADSs), to the extent that the fair market value, as determined in good faith by the Board of Directors, of cash and any other consideration included in the payment per Ordinary Share (or equivalent payment per Ordinary Share represented by the ADSs) exceeds the Closing Sale Price of the ADSs divided by the number of ADSs then represented by each ADS on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended) (the “Expiration Date”), the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the Expiration Date;
CR1	=	the Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the Expiration Date;
FMV	=	the fair market value, on the Expiration Date, of the aggregate value of all cash and any other consideration paid or payable for Ordinary Shares (directly or indirectly in the form of ADSs) validly tendered or exchanged and not withdrawn as of the Expiration Date, as determined in good faith by the Board of Directors;
OS1	=	the number of Ordinary Shares outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Time”), after giving effect to the purchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer;
OS0	=	the number of Ordinary Shares outstanding immediately before the Expiration Time; and
SP1	=	the average of the Closing Sale Prices of the ADSs multiplied by the number of Ordinary Shares then represented by each ADS during the ten (10) consecutive trading day period commencing on the trading day immediately after the Expiration Date.

Any adjustment made pursuant to this Section 5.3(f) shall become effective immediately prior to 9:00 a.m., New York City time, on the trading day immediately following the Expiration Date. If the Company, or one of its Subsidiaries, is obligated to purchase Ordinary Shares (directly or indirectly in the form of ADSs) pursuant to any such tender or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting all such purchases or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 5.3(f) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 5.3(f).

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(g)    If and whenever the Company shall issue any Ordinary Shares or ADSs (other than any issuance pursuant to this Note or on the exercise of any other rights, existing as of the date of issuance of the Note, of conversion into, or exchange or subscription for, Ordinary Shares or ADSs) or issue or grant options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares or ADSs (the “Relevant Securities”, which for the purposes of this definition excludes any Ordinary Shares, ADSs, option, warrant or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares or ADSs issued or granted in accordance with any share incentive plan of the Company), in each case at a consideration per ADS (on an as-converted and as-exercised basis and, in the case of any issuance of Ordinary Shares, such issue price per Ordinary Share multiplied by the applicable number of Ordinary Shares then represented by each ADS) which is less than the Reference Price per ADS, the Conversion Rate shall be adjusted based on the following formula:

where:

CR0	=	the Conversion Rate in effect immediately prior to the date of issue of the Relevant Securities;
CR1	=	the Conversion Rate in effect as from the date of issue of the Relevant Securities;
A	=	the number of Ordinary Shares in issue immediately before the issue of the Relevant Securities;
B	=	the number of Ordinary Shares which the aggregate consideration receivable for the issue of the Relevant Securities would purchase at the price equal to (x) Reference Price, multiplied by (y) the applicable number of Ordinary Shares then represented by each ADS; and
C	=	the number of Ordinary Shares in issue immediately after the issue of the Relevant Securities, provided that references to the number of Ordinary Shares in the above formula shall include all the Ordinary Shares to be issued assuming that all options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares or ADSs are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

(h)    In cases where:

(i)    the fair market value, as determined in good faith by the Board of Directors, of Distributed Assets and cash, including with respect to a Spin-Off, as to which Sections 5.3(d) and 5.3(e) apply, applicable to one (1) Ordinary Share, distributed to holders of the Ordinary Shares (whether direct or in the form of ADSs) equals or exceeds the average of the Closing Sale Prices of the ADSs multiplied by the number of Ordinary Shares then represented by each ADS during the ten (10) consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for such distribution, or

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(ii)    the average of the Closing Sale Prices of the ADSs multiplied by the number of Ordinary Shares then represented by each ADS during the ten (10) consecutive trading day period ending on the trading day immediately preceding the ex-dividend date for such distribution exceeds the fair market value, as determined in good faith by the Board of Directors, of such Distributed Assets or cash so distributed by less than $1.00, rather than being entitled to an adjustment in the Conversion Rate, the holder will be entitled to receive upon conversion, in addition to the ADS, the kind and amount of assets, debt securities or rights, warrants or options comprising the distribution, if any, that the holder would have received if the holder had converted this Note immediately prior to the record date for determining the shareholders entitled to receive the distribution.

(i)    In addition to those adjustments required by clauses (a)-(h) of this Section 5.3, and to the extent permitted by applicable law and subject to the applicable rules of the New York Stock Exchange and any other securities exchange on which any of the Company’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least twenty (20) business days if the Board of Directors determines that such increase would be in the Company’s best interest, and the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of the Ordinary Shares or the ADSs or rights to purchase Ordinary Shares or ADSs in connection with a dividend or distribution of Ordinary Shares or ADSs (or rights to acquire Ordinary Shares or ADSs) or similar event.

(j)    All calculations under this Article V shall be made in good faith by the Company in accordance with this Article V, and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of an Ordinary Share, as the case may be. No adjustment need be made for rights to purchase Ordinary Shares (directly or indirectly in the form of ADSs) pursuant to a Company plan for reinvestment of dividends or for any issuance of Ordinary Shares (directly or indirectly in the form of ADSs) or convertible or exchangeable securities or, except as provided in this Section 5.3, rights to purchase Ordinary Shares (directly or indirectly in the form of ADSs) or convertible or exchangeable securities. The Company shall certify to the holder that all calculations are made in compliance with this Article V, and shall show the holder in detail the facts upon which such calculations and adjustments were made.

(k)    For purposes of this Section 5.3, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in the treasury of the Company but shall include Ordinary Shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares. The Company will not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Company.

(l)    Notwithstanding any of the foregoing clauses in this Section 5.3, the applicable Conversion Rate will not be adjusted pursuant to this Section 5.3 (i) if the holder participates in the transaction that would otherwise give rise to adjustment pursuant to this Section 5.3 on an as-converted basis or (ii) solely by reason of the issuance or conversion of any other Note pursuant to the Purchase Agreement.

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Section 5.4    Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.

(a)    In the case of:

(i)    any recapitalization, reclassification or change of the ADSs or Ordinary Shares (other than changes resulting from a subdivision or combination),

(ii)    any consolidation, merger, combination or similar transaction involving the Company,

(iii)    any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety or

(iv)    any statutory share exchange,

in each case, as a result of which the ADS or the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to the Note providing that, at and after the effective time of such Merger Event, the right to convert each $1,000 principal amount of the Note shall be changed into a right to convert such principal amount of Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of ADSs equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one ADS is entitled to receive) upon such Merger Event; provided, however, that any ADSs that the Company would have been required to deliver upon conversion of the Note shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event.

If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Note will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of ADSs, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. If the holders of the ADSs or Ordinary Shares receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event the consideration due upon conversion of each $1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date, multiplied by the price paid per ADS or Ordinary Share, as applicable, in such Merger Event.

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Such amendment described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article V (it being understood that no such adjustments shall be required with respect to any portion of the Reference Property that does not consist of shares of common equity (however evidenced) or depositary receipts in respect thereof). If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such amendment and such amendment shall contain such additional provisions to protect the interests of the holder of the Note.

(b)    The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 5.4. None of the foregoing provisions shall affect the right of a holder of a Note to convert its Note pursuant to the terms of the Note.

(c)    The above provisions of this Section 5.4 shall similarly apply to successive Merger Events.

Section 5.5    Notices.

(a)    Immediately upon any adjustment of the Conversion Rate, the Company shall send written notice thereof to the holder of this Note, setting forth in reasonable detail and certifying the calculation of such adjustment.

(b)    The Company shall send written notice to the holder of this Note at least twenty (20) days prior to the date on which the Company closes its books or takes a record (i) with respect to any dividend or distribution upon Ordinary Shares (whether direct or in the form of ADSs), any subdivision, stock split, reverse stock split or combination, or any tender offer or exchange offer, (ii) with respect to any pro rata subscription offer to holders of Ordinary Shares (whether direct or in the form of ADSs) or (iii) for determining rights to vote with respect to any Fundamental Change, dissolution or liquidation.

(c)    The Company shall also give at least twenty (20) days’ prior written notice to the holder of this Note of the date on which any Fundamental Change, dissolution or liquidation shall take place.

ARTICLE VI

CERTAIN COVENANTS

Section 6.1    Additional Amounts.

(a)    All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect the Note, including payments of principal, payments of interest and payments of cash and/or deliveries of ADSs (together with payments of cash for any fractional ADS) upon conversion of the Note, shall be made free from any restriction or condition without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any successor to the Company shall pay to the holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the holder after such withholding or deduction (and after deducting any taxes on the Additional Amounts) will equal the amounts that would have been received by such holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of

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(i)    any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(1)    the existence of any present or former connection between the holder of the Note and the Relevant Jurisdiction, other than merely holding such Note or the receipt of payments thereunder, including such holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;

(2)    the failure of the holder to comply with a timely request from the Company or any successor of the Company, addressed to the holder, to provide certification, information, documents or other evidence concerning the holder’s or nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or

(3)    the presentation of the Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere;

(ii)    any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; or

(iii)    any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding from payments or deliveries under or with respect to the Note.

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(b)    If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Note, it shall deliver to the holder official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted.

Section 6.2    Increase in Conversion Rate Upon a Make Whole Fundamental Change Upon the occurrence of a Make Whole Fundamental Change, the Conversion Rate will be adjusted to be the Make Whole Fundamental Change Premium with respect to any conversion requests made by the holder from the date of the announcement by the Company of the event giving rise to the Make Whole Fundamental Change until ten days after the consummation of such event.

Section 6.3    Repurchase of the Note Upon a Fundamental Change.

(a)    Upon the occurrence of a Fundamental Change, the Company will offer to repurchase the Note at a purchase price of 100% plus accrued and unpaid interest, calculated to but excluding the date of repurchase.

(b)    The Company will permit the holder of the Note to present the Note for repurchase at any time prior to ten days following the consummation of the event giving rise to the Fundamental Change.

(c)    If the Fundamental Change giving rise to the repurchase obligation pursuant to this Section 6.3 is also a Make Whole Fundamental Change, then the Company will permit the holder of the Note to present the Note for repurchase pursuant to this Section 6.3 for as long as the Note may also be converted at the Make Whole Fundamental Change Premium, as contemplated by Section 6.2.

Section 6.4    Incurrence of Indebtedness. So long as any Note remain outstanding, the Company will not and will not permit any of its Subsidiaries to incur, directly or indirectly, contingently or otherwise, or otherwise become liable in respect of, any indebtedness for borrowed money; provided that the Company and its Subsidiaries may incur indebtedness if the aggregate amount of indebtedness incurred by the Company and its Subsidiaries after the date of issuance of the Note on a consolidated basis shall not exceed 6.5 times the Company’s EBITDA for 2021 which is agreed to be RMB300,000,000 or, at the time of incurrence, the equivalent amount in the U.S. dollars.

Section 6.5    Certain ADS Matters.

(a)    The Company covenants that all ADSs delivered upon conversion of the Note, and all Ordinary Shares represented by such ADSs, will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

(b)    The Company covenants that, if any ADSs to be provided for the purpose of conversion of the Note hereunder, or any Ordinary Shares represented by such ADSs, require registration with or approval of any governmental authority under any federal or state law before such ADSs may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the SEC, secure such registration or approval, as the case may be.

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(c)    The Company further covenants that if at any time the ADSs shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the ADSs shall be so listed on such exchange or automated quotation system, any ADSs deliverable upon conversion of the Note.

(d)    The Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion of the Note into ADSs and the issuance, and deposit into the ADS facility, of the Ordinary Shares represented by such ADSs. The Company also undertakes to maintain, as long as the Note is outstanding, the effectiveness of a registration statement on Form F-6 relating to the ADSs and an adequate number of ADSs available for issuance thereunder such that ADSs can be delivered in accordance with the terms of the Note and the Deposit Agreement upon conversion of the Note.

(e)    If the Ordinary Shares cease to be represented by ADSs issued under a depositary receipt program sponsored by the Company, all references in this Note to the ADSs shall be deemed to have been replaced by a reference to the number of Ordinary Shares (and other property, if any) represented by the ADSs on the last day on which the ADSs represented the Ordinary Shares and as if the Ordinary Shares and the other property had been distributed to holders of the ADSs on that day. In addition, all appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such change. In making such adjustments, where currency translations between U.S. dollars and any other currency are required, the exchange rate in effect on the date of determination will apply. The Company shall provide written notice to the Holder upon the occurrence of the foregoing.

(b)    Offer to Purchase. (a) The holder of the Note will have the right to require the Company to repurchase for cash all or part of the Note on [●], 2024, being the third anniversary of the date of issuance of the Note, at a repurchase price equal to 100% of the principal amount of the Note to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The Company will provide notice of this repurchase right no less than 30 days and no more than 60 days prior to [●], 2024 and the holder of the Note may submit its Note for redemption until two business days prior to such date.

Section 6.6    Transfers of the Note. (a) Purchaser or any subsequent holder of the Note may transfer all or a portion of the Note, in a single transaction or multiple transactions, to any third party so long as such transfer complies with the legends set forth on the Note and otherwise complies with applicable securities laws. Notwithstanding the foregoing, Purchaser shall not, directly or indirectly (including through any of its affiliate), transfer the Note to any Person without the prior written consent of the Company. Any transfer of the Note made in violation of this Section 6.6 shall be null and void ab initio and shall not be recorded on the books and records of the Company.

(b)    Any holder of the Note seeking to transfer all or a portion of the Note will deliver notice of such intended transfer to the Company. Upon receipt of such Notice, the Company will take all action necessary to effect such transfer, including promptly issuing one or more new Notes to such transferees.

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(c)    In the event that all or a portion of the Note has been transferred to multiple holders, references in the Note to the singular form of “Note” and “holder” shall instead refer to the plural form of such words, mutatis mutandis.

ARTICLE VII

AMENDMENT AND WAIVER

The provisions of any Note may only be amended with the consent of the holder of the Note, provided that the Company can amend the Note pursuant to Section 5.4 or Article XIII in any manner specifically contemplated by such provisions that does not adversely impact the legal rights of the holder of the Note.

ARTICLE VIII

CANCELLATION

After the entire principal amount (including any accrued and unpaid interest) at any time owed on this Note has been paid in full or this Note has been converted in full to ADSs or other property, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

ARTICLE IX

PAYMENTS

This Note is payable without relief from valuation or appraisement laws. All payments to be made to the holder of the Note shall be made in the lawful money of the United States of America in immediately available funds; provided, that the Company shall not have the right to pre-pay the outstanding principal of any Note without the consent of the holder of the Note.

ARTICLE X

PLACE OF PAYMENT

Payments of principal and interest shall be delivered to the holder at the following address: [●] or to such other address or to the attention of such other Person as specified by prior written notice to the Company.

ARTICLE XI

GOVERNING LAW AND DISPUTE RESOLUTION

THIS NOTE AND ALL ISSUES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW).

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Section 11.1    THIS NOTE AND ALL ISSUES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW).

Section 11.2    Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The seat of arbitration shall be Hong Kong.

ARTICLE XII

SUBORDINATION

This Note and the interest accrued under the Note are the senior obligations of the Company and will rank pari passu in right of payment with all other senior and unsubordinated obligations of the Company.

ARTICLE XIII

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 13.1    Company may Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 13.2, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

(a)    the resulting, surviving or transferee person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong and the Successor Company (if not the Company) shall expressly assume, by amendment of the Note all of the obligations of the Company under the Note; and

(b)    immediately after giving effect to such transaction, no Event of Default or an event that would become an Event of Default with notice and/or the passage of time shall have occurred and be continuing.

For purposes of this Section 13.1, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

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Section 13.2    Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company by amendment to the Note of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of the Note to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has executed and delivered this Note on [●], 2021.

PUXIN LIMITED

By:

Name:

Title:

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EXHIBIT C

FORM OF REGISTRATION RIGHTS AGREEMENT

C-1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among PUXIN LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and the investor listed on the signature page hereto (the “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchaser and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.

WHEREAS, the Company and the Purchaser are parties to Convertible Note Purchase Agreement, dated as of [●], 2021 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Company is selling to the Purchaser, and the Purchaser is purchasing from the Company, an aggregate of $[●] Convertible Notes (the “Convertible Notes”), which are convertible into American Depositary Shares of the Company (“ADSs”) each representing two Ordinary Shares (“Ordinary Shares”) of the Company with a per value of $0.00005 per share.

WHEREAS, the Company has granted certain registration rights (the “Convertible Notes Registration Rights”) to the Holders of the Convertible Notes.

WHEREAS, as a condition to the obligations of the Company and the Purchaser under the Purchase Agreement, the Company and the Purchaser are entering into this Agreement for the purpose of granting certain registration and other rights to the Holders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

REGISTRATION RIGHTS

Section 1.1    Demand Registration.

(a)    Request by Holders.(b) If the Company shall receive a written request from the Purchaser or any other Holder (or any of its successors, permitted assigns or transferees, each, an “Initiating Holder”) that the Company file a registration statement under the Securities Act (other than on Form F-3 or Form S-3) covering the registration of all or a portion of the Registrable Securities of such requesting Initiating Holder with an aggregate public offering price covering the amount requested of at least $10,000,000 pursuant to this Section 1.1, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all the Holders, and use its reasonably best efforts to effect, as soon as practicable, the registration under the Securities Act of all the Registrable Securities that the Holders request to be registered and included in such registration (including the Initiating Holder(s)) by written notice given by such Holders to the Company within ten (10) Business Days after receipt of the Request Notice.

(b)    Underwritten Offering. If any Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so advise the Company as a part of its request made pursuant to this Section 1.1 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that, in any event, at least fifty percent (50%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)    Maximum Number of Demand Registrations. The Company shall not be obligated to effect more than three (3) such demand registration requested by each Initiating Holder pursuant to this Section 1.1; provided that if the sale of all of the Registrable Securities sought to be included in a registration statement pursuant to this Section 1.1 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such registration statement, such registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 1.1.

(d)    Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting registration pursuant to this Section 1.1, a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for a registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holder(s); provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its Ordinary Shares during such deferral period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

Section 1.2    Piggyback Registration.

(a)    Participation. Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any registration of equity securities is requested by other current or future investors in the Company, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offering of securities of the Company, but excluding registration statements relating to any registration under Section 1.1 or Section 1.3 of this Agreement or to any employee benefit plan or a corporate reorganization), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within ten (10) Business Days after receipt of the above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No shareholder of the Company shall hereafter be granted piggyback registration rights that are superior to those of the Holders without prior written consent of Holders who hold or would upon conversion of the Convertible Notes hold Registrable Securities representing at least sixty percent (60%) of the number of shares of Registrable Securities then outstanding.

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(b)    Underwritten offering. If a registration statement under which the Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Registrable Securities requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and (ii) all Ordinary Shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from the registration.

(c)    Not Demand Registration. Registration pursuant to this Section 1.2 shall not be deemed to be a demand registration as described in Section 1.1 above. There shall be no limit on the number of times Holders may request registration of Registrable Securities under this Section 1.2.

Section 1.3    Form F-3 or Form S-3 Registration.

(a)    Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file, as soon as reasonably practicable after the Company’s Form 20-F for the year ended December 31, 2021 is filed, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

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(b)    Effectiveness Period. Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

(c)    Subsequent Shelf Registration Statement. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company) and (b) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form F-3 or Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders.

(d)    Supplements and Amendments. The Company shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement.

(e)    Subsequent Holder Notice. If a Person entitled to the benefits of this Agreement becomes a holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a holder of Registrable Securities and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”):

(i)    if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such holder of Registrable Securities is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such holder of Registrable Securities to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that the Company shall not be required to file more than one (1) post-effective amendment or a supplement to the related prospectus for such purpose in any 30-day period;

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(ii)    if, pursuant to Section 1.3(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable; and

(iii)    notify such holder of Registrable Securities as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1.3(e)(i).

(f)    Underwritten offering.

(i)    The Holders may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering; provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an underwritten offering the anticipated gross proceeds of which shall be less than $30.0 million (unless such holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than one (1) underwritten offering at the request of such holders within any twelve (12) month-period.

(ii)    In the event of an underwritten offering, the Holders shall select the managing underwriter(s) to administer the underwritten offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company, the holders of Registrable Securities and holders of any other securities of the Company participating in an underwritten offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering.

(iii)    The Company will not include in any underwritten offering pursuant to this Section 1.3(f) any securities that are not Registrable Securities without the prior written consent of the Holders. If the managing underwriter or underwriters advise the Company and the Holders in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and (ii) second, any other securities of the Company that have been requested to be so included. The Company shall use its commercially reasonable efforts to cooperate in a timely manner with any request of the Holders in respect of any underwritten block trade.

(g)    Take-Down Notice. Subject to the other applicable provisions of this Agreement, at any time that any Form F-3 or Form S-3 registration statement is effective, if any Holder delivers a notice to the Company stating its intention to effect a sale or distribution of all or part of its Registrable Securities on any Form F-3 or Form S-3 registration statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend, subject to the other applicable provisions of this Agreement, or supplement the Form F-3 or Form S-3 registration statement as may be necessary, in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering, including pursuant to an underwritten offering.

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(h)    Not Demand Registration. Form F-3 or Form S-3 registrations shall not be deemed to be demand registrations as described in Section 1.1 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of the Registrable Securities under this Section 1.3.

ARTICLE II

ADDITIONAL PROVISIONS REGARDING REGISTRATION RIGHTS

Section 2.1    Expenses. All Registration Expenses incurred in connection with any registration pursuant to Section 1.1, Section 1.2 or Section 1.3 (but excluding the Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Section 1.1, Section 1.2 or Section 1.3 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all the Selling Expenses, in connection with such offering by the Holders.

Section 2.2    Obligation of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:

(a)    Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of up to ninety (90) days or, in the case of the Registrable Securities registered under Form F-3 or Form S-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of the Registrable Securities which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b)    Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement.

(c)    Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d)    Blue Sky. Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the Securities Act.

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(e)    Underwriting. In the event of any underwritten public offering, participate in standard due diligence exercises and enter into and perform its obligations under an underwriting agreement in usual and customary form, in each case with the managing underwriter(s) of such offering.

(f)    Notification. Notify each holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g)    Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of the Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion and a “negative assurance letter”, each dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) “comfort” letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(h)    Compliance. Comply with all applicable rules and regulations of the SEC, and make available to the Company’s security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(i)    Listing. Cause all such Registrable Securities (in the form of ADSs or otherwise) to be listed on each securities exchange on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied.

(j)    FINRA. Cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of the registration statement and applicable prospectus upon filing with the SEC.

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(k)    Updates. Keep Holders’ counsel advised in writing as to the initiation and progress of any registration under Section 1.1, Section 1.2 or Section 1.3 of this Agreement.

(l)    Cooperation. Cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made.

(m)    Marketing Efforts. In connection with an underwritten offering, cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “roadshows” or other similar marketing efforts).

(n)    Other Reasonable Steps. Take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Section 2.3    Other Obligations of the Company. So long as any Registrable Securities remain outstanding, the Company shall not terminate the Deposit Agreement and shall, if necessary, direct the Depositary to file, and cooperate with the Depositary in filing, amendments to the Form F-6 registering ADSs to increase the amount of ADSs registered thereunder to cover the total number of ADSs corresponding to the Registrable Securities then outstanding.

Section 2.4    Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 1.1, Section 1.2 or Section 1.3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities.

Section 2.5    Rule 144 Reporting. With a view to making available the benefits of Rule 144 to the Holders, the Company agrees that, for so long as a Holder owns Registrable Securities, the Company will use its commercially reasonable efforts to:

(a)    make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times

(b)    file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c)    so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or its qualification as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3 or Form S-3.

Section 2.6    Re-sale Rights. The Company shall at its own cost use its reasonable best efforts to assist each Holder in the sale or disposition of, and to enable the Holder to sell under Rule 144 promulgated under the Securities Act, the maximum number of, its Registrable Securities, including without limitation (a) the prompt delivery of applicable instruction letters to the Company’s transfer agent to remove legends from the Holder’s share certificates, (b) if legal opinions from the Company’s counsel are specifically required by the transfer agent, causing the prompt delivery of such legal opinions in forms reasonably satisfactory to the transfer agent, (c) (i) the prompt delivery of instruction letters to the Company’s share registrar and depository agent to convert the Holder’s securities into depository receipts or similar instruments to be deposited in the Holder’s brokerage account(s), and (ii) the prompt payment of all costs and fees related to such depositary facility, including maintenance fees and conversion fees for Registrable Securities held by the. The Company acknowledges that time is of the essence with respect to its obligations under this Section 2.6, and that any delay will cause the Holders irreparable harm and constitutes a material breach of its obligations under this Agreement.

8

ARTICLE III

INDEMNIFICATION

Section 3.1    Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Person’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter (as defined in the Securities Act) thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, any other applicable securities laws or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

9

Section 3.2    Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that, except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Section 3.2 payable by the Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Section 3.3    Notification. If any Person shall be entitled to indemnification under this ARTICLE III (each, an “Indemnified Party”), such Indemnified Party shall give prompt written notice to the party required to provide indemnification (each, an “Indemnifying Party”) of any claim or of the commencement of any proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or litigation, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the Indemnifying Party shall have failed within a reasonable period of time to assume such defense and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such delay. The failure of any Indemnified Party to give notice as provided herein shall relieve an Indemnifying Party of its obligations under this ARTICLE III only to the extent that the failure to give such notice is materially prejudicial or harmful to such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this ARTICLE III shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this ARTICLE III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

10

Section 3.4    Contribution. If the indemnification provided for in this ARTICLE III is held by a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any Losses or action referred to therein, then, subject to the limitations contained in this ARTICLE III, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses or action in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other, in connection with the actions, statements or omissions that resulted in such Losses or action, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by such Indemnifying Party or such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 3.4 was determined solely upon pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding sentence of this Section 3.4. Notwithstanding the foregoing, the amount each Holder will be obligated to contribute pursuant to this Section 3.4 will be limited to an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE IV

TRANSFER AND TERMINATION OF REGISTRATION RIGHTS

Section 4.1    Transfer of Registration Rights. Any rights of a Holder under this Agreement, including any right to cause the Company to register securities granted to a Holder under this Agreement, may be transferred or assigned by such Holder to another Person without the consent of any other Person in connection with a transfer of any Registrable Securities to such Person in a Transfer permitted by the Purchase Agreement and the terms of the Convertible Notes; provided, however, that (i) prior written notice of such assignment of rights is given to the Company and (ii) such Holder agrees in writing to be bound by, and subject to, this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit B.

Section 4.2    Termination of Registration Rights. The rights of any particular Holder to cause the Company to register securities under ARTICLE I shall terminate with respect to such Holder upon the earlier of (i) the termination, liquidation, dissolution of the Company, or (ii) when such Holder no longer holds any Registrable Securities; provided, however, that such rights shall not terminate before the first anniversary of the date hereof.

11

ARTICLE V

MISCELLANEOUS

Section 5.1    Amendments and Waivers. Subject to compliance with applicable law, this Agreement may be amended or supplemented in any and all respects by written agreement of the Company and the Purchaser or if the Purchaser is no longer a Holder, by Holders holding a majority of the Registrable Securities.

Section 5.2    No Registration Rights to Third Parties. Without the prior written consent of the Holders of at least sixty percent (60%) of the number of Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 or Form S-3 registration rights described in this Agreement, or otherwise) relating to any securities of the Company which are senior to those granted to the holders of Registrable Securities. In any event, if the Company grants to any holder of the Company’s security any registration right of any nature that are superior to the Holders, as determined in good faith by the Board, the Company shall grant such superior registration right to the Holders as well.

Section 5.3    Extension of Time, Waiver, Etc. The parties hereto may, subject to applicable law, (a) extend the time for the performance of any of the obligations or acts of the other party or (b) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by the parties hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 5.4    Assignment. Except as provided in Section 4.1, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto.

Section 5.5    Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

Section 5.6    Entire Agreement; No Third Party Beneficiary. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder.

12

Section 5.7    Governing Law; Jurisdiction.

(a)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

(b)    Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 5.7(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)    Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 5.9. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.

Section 5.8    Specific Enforcement. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to enforce specifically the terms and provisions hereof in the courts described in Section 5.7 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of this Agreement and without that right, neither the Company nor the Purchaser would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.7 shall not be required to provide any bond or other security in connection with any such order or injunction.

13

Section 5.9    Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (which is confirmed), emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

(a)    If to the Company, to it at:

Puxin Limited

5/F, building 4, Dingjun building

75 Suzhou Street, Haidian District

Beijing 100080

People’s Republic of China

E-mail: wangpeng6@pxjy.com

Attn: Mr. Peng Wang

(b)    If to the Holders at:

[●]

with a copy (which shall not constitute notice) to:

[●]

or such other address, email address or facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.10    Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law.

Section 5.11    Expenses. Except as provided in Section 2.1, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

[Signature pages follow]

14

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

COMPANY:
PUXIN LIMITED
By:
	Name:
	Title:
PURCHASER:
By:
	Name:
	Title:

15

EXHIBIT A

DEFINED TERMS

1.    The following capitalized terms have the meanings indicated:

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by law to be closed.

“Ordinary Shares” mean the ordinary shares of the Company, with a par value of $0.00005 each.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Form F-3” or “Form S-3” means such respective form of registration statement under the Securities Act (including Form S-3 or Form F-3, as appropriate) or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a governmental authority.

“register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement or the automatic effectiveness of such registration statement, as applicable.

“Registration Expenses” means all expenses incurred by the Company in complying with Section 1.1, Section 1.2 and Section 1.3 hereof, including, without limitation, (i) SEC, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including any expenses arising from any “cold comfort” letters or any special audits incident to or required by any registration or qualification), and (v) any liability insurance or other premiums for insurance obtained in connection with Section 1.1, Section 1.2 and Section 1.3 hereof, regardless of whether any registration statement is declared effective.

“registration statements” means, as the context requires, a Form F-3 or S-3 or a registration statement on Form F-1 or S-1 under the Securities Act (or any successor registration form under the Securities Act subsequently adopted by the SEC available to an issuer if a Form F-3 or S-3 is not available to such issuer).

“Registrable Securities” means, as of any date of determination, any Ordinary Shares owned by any Holder, including Ordinary Shares issued or issuable upon the conversion of the Convertible Notes, and Ordinary Shares issued or issuable in respect of such Ordinary Shares upon any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the Ordinary Shares (including, in each case, as long as the ADSs remain listed on a national recognized securities market, Ordinary Shares in the form of ADSs (it being understood that while any offers and sales made under a registration statement contemplated by this Agreement will be of ADSs, the securities to be registered by any such registration statement under the Securities Act are Ordinary Shares, and the ADSs are registered under a separate Form F-6)). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) such securities are sold or otherwise transferred pursuant to an effective registration statement under the Securities Act, (ii) such securities shall have ceased to be outstanding, (iii) such securities have been transferred in a transaction in which the Holder’s rights under this Agreement are not assigned to the transferee of the securities, (iv) such securities are sold in a broker’s transaction under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (v) the stock certificates or evidences of book-entry registration relating to such securities have had all restrictive legends removed.

A-1

“number of shares of Registrable Securities then outstanding” means the number of Ordinary Shares that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of the Convertible Notes then outstanding.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor provision.

“Rule 462(e)” means Rule 462(e) promulgated under the Securities Act and any successor provision.

“Selling Expenses” means all underwriting discounts and commissions payable to underwriters applicable to the sale of Registrable Securities pursuant to Section 1.1, Section 1.2 or Section 1.3 hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Shelf Registration Statement” means the Resale Shelf Registration Statement or a Subsequent Shelf Registration Statement, as applicable.

A-2

2.    The following terms are defined in the Sections of the Agreement indicated:

INDEX OF TERMS

Term	Section
ADS	Recitals
Agreement	Preamble
Arbitrator	Section 5.7(b)
Company	Preamble
Company Indemnified Parties	Section 3.1
Convertible Notes	Recitals
Convertible Note Purchase Agreements	Recitals
Convertible Notes Registration Rights	Recitals
Effectiveness Period	Section 1.4(b)
HKIAC	Section 5.7(b)
Holder Indemnified Parties	Section 3.2
Indemnified Party	Section 3.3
Indemnifying Party	Section 3.3
Initiating Holder	Section 1.1(a)
Inspector(s)	Section 2.2(h)
Losses	Section 3.1
Purchaser	Preamble
Records	Section 2.2(h)
Request Notice	Section 1.2(a)
Resale Shelf Registration Statement	Section 1.4(a)
Rules	Section 5.7(b)
Subsequent Holder Notice	Section 1.4(e)
Subsequent Shelf Registration Statement	Section 1.4(c)

A-3

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of [●], 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among PUXIN LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and SERENTIY INVESTMENT MASTER FUND LIMITED. Capitalized terms used herein but not defined shall have the meanings given to them in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the            day of                     ,             .

Signature of Shareholder

Print Name of Shareholder

Address:

Agreed and Accepted as of

PUXIN LIMITED

By:

Its:

B-1

EX-4.20

Exhibit 4.20

CONVERTIBLE NOTE PURCHASE AGREEMENT

This Convertible Note Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of March 18, 2021, by and between (A) Puxin Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”); and (B) Shine Honour Opportunity VI Limited, a company organized under the laws of the British Virgin Islands, or its designated Affiliate (designated by Shine Honour Opportunity VI Limited in writing no later than two Business Days prior to the Closing Date) (the “Purchaser”). The Company and the Purchaser are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, on February 25, 2021, the Company entered into a convertible note purchase agreement and related documents with a group of institutional investors, pursuant to which the Company would issue and sell convertible notes in an aggregate principal amount of US$69,000,000 (the “Other CBs”) through a private placement to such investors.

WHEREAS, the Purchaser desires to purchase from the Company, and the Company desires to issue to the Purchaser, (a) one or more convertible promissory notes substantially in the form attached hereto as Exhibit A (each a “Note”), upon and subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1    Definitions. As used herein, the following terms shall have the meanings set forth below:

“ADR” means American Depositary Receipt representing the ADSs.

“ADS” means American Depositary Shares, each representing two Ordinary Shares as of the date hereof.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such specified Person.

“Agreement” shall have the meaning specified in the preamble.

“Anti-Corruption Laws” shall have the meaning specified in Section 4.22.

“Anti-Money Laundering Laws” shall have the meaning specified in Section 4.24.

“Business Day” means any day that is not a Saturday, a Sunday or another day on which banks are required or authorized by laws to be closed in New York City.

“Closing” shall have the meaning specified in Section 2.2.

“Closing Date” means the date on which the Closing occurs.

“Company” shall have the meaning specified in the preamble.

“Company Reports” shall have the meaning specified in Section 4.1.

“Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond, mortgage or deed of trust or other agreement, commitment, arrangement or understanding.

“Control” (including the terms “Controlled by” and “under common Control with”) means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Conversion Securities” shall have the meaning specified in Section 4.4.

“Deloitte” shall have the meaning specified in Section 4.9.

“Deposit Agreement” means the Deposit Agreement dated as of June 14, 2018 among the Company, Deutsche Bank Trust Company Americas, as depositary, and the owners and holders from time to time of the ADSs issued thereunder, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Depositary” means Deutsche Bank Trust Company Americas, as depositary under the Deposit Agreement.

“Dispute” shall have the meaning specified in Section 8.5.

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of pre-emption, third-party right or interests, put or call right, adverse claim of ownership or use, or other encumbrance of any kind, other than encumbrances created by virtue of the transactions contemplated by any Transaction Document.

“Enforceability Exceptions” shall have the meaning specified in Section 3.2.

“Environmental Laws” shall have the meaning specified in Section 4.20.

“Evaluation Date” shall have the meaning specified in Section 4.25.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

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“Financial Statements” shall have the meaning specified in Section 4.10.

“Fundamental Representations” shall have the meaning specified in Section 8.1.

“Indemnified Liabilities” shall have the meaning specified in Section 8.2(a).

“Indemnitees” shall have the meaning specified in Section 8.2(a).

“Indemnitor” shall have the meaning specified in Section 8.2(a).

“Intellectual Property Rights” shall have the meaning specified in Section 4.21.

“Issue Price” shall have the meaning specified in Section 2.1.

“Knowledge” shall have the meaning specified in Section 4.12.

“Material Adverse Effect” shall have the meaning specified in Section 4.2.

“Material Contract” shall have the meaning specified in Section 4.14.

“Material Permits” shall have the meaning specified in Section 4.13.

“Memorandum and Articles” means the Amended and Restated Memorandum and Articles of Association of the Company in effect from time to time.

“Note” shall have the meaning specified in the recitals.

“OFAC” shall have the meaning specified in Section 4.23.

“Ordinary Shares” means the ordinary shares, par value US$0.00005 per share, of the Company.

“Other CB Documents” means all documents and instruments entered into or delivered in connection with the issuance of the Other CBs, which are the convertible note purchase agreement, the convertible promissory note and the registration rights agreement in respect thereof.

“Other CBs” shall have the meaning specified in the recitals.

“Parties” shall have the meaning specified in the preamble.

“Person” means any individual, partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, organization or entity (including any governmental entity).

“PFIC” shall have the meaning specified in Section 4.34.

“PRC” means the People’s Republic of China, excluding, for the purposes of this Agreement only, Hong Kong, Macau and Taiwan.

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“Principal Business” means the provision of K-12 after-school tutoring services in the PRC.

“Purchaser” shall have the meaning specified in the preamble.

“Registration Rights Agreement” means the Registration Rights Agreement to be entered into by and between the Company and the Purchaser, substantially in the form attached hereto as Exhibit B.

“Restricted Shares” means any ordinary shares or other equity securities of the Company issued to (a) any eligible senior management employee, including without limitation any director, executive, officer and employee, whether full time or part time, employed by the Company or its Subsidiaries; (b) any eligible consultant to the Company or its Subsidiaries that is employed by the Company and/or its Subsidiaries (excluding the Company and its Subsidiaries), or (c) any eligible Person who contributes to the development of the Company and its Subsidiaries as from time to time approved by the Company’s board of directors pursuant to the Share Incentive Plans and subject to a vesting schedule thereof.

“SAFE Rules and Regulations” means collectively, the Circular 37 and any other applicable SAFE rules and regulations, as amended.

“Sanctions” shall have the meaning specified in Section 4.23.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” means any Ordinary Shares (including in the form of ADSs) or any equity interest in, or shares of any class in the share capital (ordinary, preferred or otherwise) of, the Company, or any securities convertible, exercisable or exchangeable for or deriving from any Ordinary Shares or such equity interest or shares of any class in the share capital of the Company, or any rights to participate in the profits of the Company, or any options, warrants or rights to acquire any of the above.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Share Incentive Plans” means the 2018 Great Talent Share Incentive Plan, 2018 Grand Talent Share Incentive Plan and the 2019 Noble Talent Share Incentive Plan, in each case adopted by the Company.

“Subsidiary” means, with respect to any specified Person, any other Person that is Controlled by such specified Person and, for the avoidance of doubt, the Subsidiaries of any specified Person shall include any other Person over which such specified Person or any of its Subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such specified Person in accordance with the accounting standards applicable to such specified Person. For purposes of this Agreement, “Subsidiaries” of the Company include each Person that is a “significant subsidiary” of the Company as defined in and determined pursuant to Rule 1-02(w) of Regulation S-X under the Exchange Act.

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“Transaction Documents” means this Agreement, the Notes, the Registration Rights Agreement, and each of the other agreements and documents entered into or delivered thereunder or in connection with therewith.

“U.S. GAAP” shall have the meaning specified in Section 4.10.

“Voting Company Debt” shall have the meaning specified in Section 4.5.

Section 1.2    Interpretation. The headings contained in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement. In this Agreement, except as otherwise provided:

(a)    the terms “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(b)    where a reference is made herein to an Article, Section, Exhibit or Schedule, such reference is to an Article, Section, Exhibit or Schedule of this Agreement;

(c)    the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Agreement as a whole;

(d)    any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders;

(e)    references to a Person are also to its successors and permitted assigns; and

(f)    references to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation.

ARTICLE II

PURCHASE AND ISSUANCE OF THE NOTES

Section 2.1    Issuance of the Notes. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Purchaser, and the Purchaser shall subscribe for and purchase from the Company, one or more Notes with an aggregate principal amount of US$20,000,000, in each case at the issue price of 100% of the principal amount of such Notes (the “Issue Price”).

Section 2.2    Closing.

(a)    The closing of the transactions contemplated in Section 2.1 (the “Closing”) shall take place remotely via the exchange of documents and signatures or at such places as the Parties mutually agree in writing, as soon as practicable but in no event later than (i) the third Business Day following the satisfaction or waiver of the conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), or (ii) such other date and time as may be mutually agreed in writing by the Company and the Purchaser.

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(b)    At the Closing, the Purchaser shall:

(i) pay the Issue Price in U.S. dollars by wire transfer of immediately available funds to a bank account designated in writing by the Company at least three (3) Business Days prior to the Closing Date; and

(ii) deliver to the Company the Registration Rights Agreement duly executed by the Purchaser.

(c)    At the Closing, the Company shall deliver to the Purchaser:

(i) the Note(s), duly executed by the Company, with an aggregate principal amount of US$20,000,000 dated as of the Closing Date and registered in the name of the Purchaser;

(ii) a copy of the resolutions of the board of directors of the Company approving the entry into and execution of the Transaction Documents and the consummation of all transactions contemplated therein, including the issuance of the Notes;

(iii) a certificate of good standing in respect of the Company issued by the Registrar of Companies in the Cayman Islands, dated within 30 days before the Closing; and

(iv) the Registration Rights Agreement duly executed by the Company.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby makes the following representations and warranties to the Company, in each case as of the date hereof and as of the Closing Date:

Section 3.1    Organization. The Purchaser is duly organized, validly existing and in good standing under the laws of the British Virgin Islands.

Section 3.2    Authorization; Enforcement; Validity. The Purchaser has the power, authority and capacity to execute this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereunder. This Agreement has been duly authorized, executed and delivered by the Purchaser, and (assuming the due authorization, execution and delivery by the Company) constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (such qualifications in clauses (a) and (b) being the “Enforceability Exceptions”).

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Section 3.3    No Conflicts. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder (including execution of the Registration Rights Agreement) will not violate, conflict with, or result in a breach of or default under (i) the Purchaser’s organizational documents, (ii) any agreement or instrument to which the Purchaser is a party or by which the Purchaser or any of its assets are bound, or (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders applicable to the Purchaser.

Section 3.4    Investor Status. The Purchaser is either an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act, or not a “U.S. person” within the meaning of Regulation S under the Securities Act.

Section 3.5    Restricted Notes and Shares. The Purchaser (a) acknowledges that (i) the issuance of the Note pursuant to this Agreement and the issuance of any Conversion Securities have not been registered under the Securities Act or any United States state securities laws, (ii) the Notes and the Conversion Securities are being offered and sold in reliance upon exemptions provided in the Securities Act for transactions not involving any public offering and, therefore, cannot be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from such registration is available, and (iii) the Notes and the Conversion Securities are “restricted securities” as that term is defined in Rule 144 promulgated under the Securities Act; and (b) is purchasing the Notes and the Conversion Securities for investment purposes only for the account of the Purchaser and not with any view toward a distribution thereof or with any intention of selling, distributing or otherwise disposing of the Notes or the Conversion Securities in a manner that would violate the registration requirements of the Securities Act.

Section 3.6    Legends. The Purchaser understands and agrees that any certificates, book-entry or ADRs representing the Notes and the Conversion Securities shall bear the restrictive legend set forth in Section 5.11.

Section 3.7    Adequate Information; No Reliance. The Purchaser acknowledges and agrees that (a) the Purchaser has had the opportunity to review the Company’s filings and submissions with the SEC, including all information filed or furnished pursuant to the Exchange Act and all information incorporated into such filings and submissions; (b) the Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby and is able to bear the economic risks of an investment in the Securities; (c) the Purchaser has had a full opportunity to speak directly with directors and officers of the Company and to ask questions concerning the Company and its business, operations, financial performance, financial condition and prospects, and has received such answers and obtained such information as it deems necessary; (d) the Purchaser has had the opportunity to consult with its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in, and to make an informed investment decision with respect to, the transactions contemplated hereunder; and (e) the Purchaser is not relying, and has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of the Company’s directors, officers, affiliates or representatives, except for (i) the publicly available filings and submissions made by the Company with the SEC and (ii) the representations and warranties made by the Company in the Transaction Documents.

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Section 3.8    No Public Market. The Purchaser understands that no public market exists for the Notes, and that there is no assurance that a public market will ever develop for the Notes.

Section 3.9    No General Solicitation or Advertising. The offer to issue the Notes to the Purchaser was directly communicated to the Purchaser, and at no time was the Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

Section 3.10    Brokers’ Fees. There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on the Purchaser’s behalf who would be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby makes the following representations and warranties to the Purchaser, in each case as of the date hereof and as of the Closing Date:

Section 4.1    Exchange Act Filings. The Company has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC under the Securities Act or the Exchange Act (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Company Reports”). The Company Reports, when they became effective or were filed with or furnished to the SEC, as the case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations promulgated thereunder, and none of such documents contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed or furnished after the date hereof and on or prior to the Closing, when such documents become effective or are filed with the SEC, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the SEC promulgated thereunder and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comment letters received from the SEC or its staff.

Section 4.2    Organization and Qualification.

(a)    Each of the Company and its Subsidiaries has been duly organized and is validly existing as a corporation or other legal entity in good standing (or the foreign equivalent thereof) under the laws of its jurisdiction of incorporation or organization.

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(b)    Except as disclosed in the Company Reports, each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation or other legal entity in each jurisdiction in which its ownership or lease of its properties or the conduct of its business requires such qualification and has all power and authority (corporate or other) necessary to own or hold its properties and to conduct the businesses in which each is engaged, except where the failure to so qualify or have such power or authority would not have and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on (i) the condition (financial or otherwise), operations, results of operations, assets, liabilities, or business of the Company and its Subsidiaries taken as a whole, or (ii) the ability of the Company to perform its obligations under the Transaction Documents or to consummate any transactions contemplated hereby or thereby (any such effect as described in clause (i) or (ii), a “Material Adverse Effect”).

Section 4.3    Authorization; Enforcement; Validity.

(a)    The Company has the full right, power and authority to enter into the Transaction Documents and to perform and discharge its obligations thereunder.

(b)    The execution, delivery and performance by the Company of the Transaction Documents, including the issuance of the Notes and the Conversion Securities, have been duly authorized by all necessary corporate action on the part of the Company.

(c)    This Agreement has been duly executed and delivered by the Company, and (assuming the due authorization, execution and delivery by the Purchaser) constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. The Registration Rights Agreement will be duly executed and delivered by the Company at Closing, and will (assuming the due authorization, execution and delivery by the Purchaser) constitute legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions.

Section 4.4    Valid Issuance.

(a)    The Notes have been duly authorized and, when issued and delivered by the Company against payment therefor by the Purchaser in accordance with the terms hereof, will be duly executed and delivered, authenticated, validly issued, free and clear of any Encumbrance (except for restrictions on transfer under applicable securities laws), and will constitute valid and legally binding obligations of the Company, enforceable against it in accordance with their respective terms, subject to the Enforceability Exceptions.

(b)    The Securities issuable upon conversion in whole or in part of the Notes (the “Conversion Securities”) have been duly authorized and validly reserved for issuance. When issued in compliance with the provisions of this Agreement, the Notes and the Memorandum and Articles, the Conversion Securities will be validly issued, fully paid and nonassessable, free and clear of any Encumbrance (except for restrictions on transfer under applicable securities laws), and the Purchaser will be entitled to the rights specified therein and in the Deposit Agreement.

(c)    The Notes and the Conversion Securities will be issued in compliance with all U.S. securities laws and the securities laws of any other applicable jurisdiction.

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Section 4.5    Capitalization.

(a)    The authorized share capital of the Company consists of 1,000,000,000 Ordinary Shares with a par value of US$0.00005 each. As of December 31, 2020, 174,453,992 Ordinary Shares were issued and outstanding. The Company has not issued any shares of capital stock between December 31, 2020 and the Closing Date, except as a result of the grant, vesting or exercise of equity awards in respect of not more than 22,422,584 Ordinary Shares in accordance with the Share Incentive Plans. All issued and outstanding shares of capital stock of the Company have been duly authorized, validly issued and are fully paid and nonassessable, were issued in compliance with all applicable securities laws, and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right.

(b)    Except as set forth in the Company Reports with respect to share incentive awards that may be issued from time to time under the Company’s Share Incentive Plans, the Company has no shares of capital stock reserved for issuance, with the exception of the shares authorized for issuance upon conversion of the Notes or the Other CBs.

(c)    The Company has issued equity awards in respect of not more than 31,872,524 Ordinary Shares in accordance with the Share Incentive Plans. As of December 31, 2020, equity awards in respect of 9,449,940 Ordinary Shares had been exercised and converted into Ordinary Shares, and equity awards in respect of 22,422,584 Ordinary Shares were unexercised. Except for the Notes, the Other CBs and such equity awards, there are (i) no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, Securities having the right to vote) on any matters on which holders of the Ordinary Shares may vote (“Voting Company Debt”), (ii) no Securities, stock-based performance units, share appreciation rights or other rights, Contracts or undertakings of any kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell additional Securities or any Voting Company Debt, and (iii) no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Securities, stock-based performance units, share appreciation rights or other rights.

Section 4.6    No Default, Termination or Lien. The execution, delivery and performance of the Transaction Documents by the Company, the issuance and delivery of the Note by the Company, the issuance and delivery of all Conversion Securities in accordance with the terms of the Note, the consummation of the transactions contemplated hereby and thereby, and compliance by the Company with the terms of the Transaction Documents will not (with or without notice or lapse of time or both) conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, give rise to any right of termination or other right or the cancellation or acceleration of any right or obligation or loss of a benefit under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon any property or assets of the Company or any of its Subsidiaries pursuant to any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, nor will such actions result in any violation of the provisions of the organizational documents of the Company or any of its Subsidiaries or any law, statute, rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets.

Section 4.7    No Consents. No consent, approval, authorization or order of, or qualification with, any governmental body or agency or any other Person is required for the performance by the Company of its obligations under the Transaction Documents, except such as may be required by the New York Stock Exchange in connection with the offer and issuance of the Notes.

Section 4.8    Subsidiaries. The capital stock of each Subsidiary that meets the definition of a “significant subsidiary” in Rule 1-02(w) of Regulation S-X under the Exchange Act has been duly authorized and validly issued, is fully paid to the extent that is required by its charter documents and applicable laws and nonassessable and, except to the extent set forth in the Company Reports, is owned by the Company directly, free and clear of any Encumbrance.

Section 4.9    Independent Accountants. Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”), who has certified certain financial statements and related schedules included or incorporated by reference in the Company Reports, is an independent registered public accounting firm as required by the Securities Act and the Exchange Act and the rules and regulations thereunder and the Public Company Accounting Oversight Board (United States). Except as pre-approved in accordance with the requirements set forth in Section 10A of the Exchange Act, Deloitte has not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).

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Section 4.10    Financial Statements. The financial statements of the Company, together with the related notes and schedules, included in the Company Reports (the “Financial Statements”) fairly present in all material respects the financial condition of the Company and its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of the Company and its consolidated Subsidiaries for the respective periods covered thereby, all in conformity with United States Generally Accepted Accounting Principles (“U.S. GAAP”) applied on a consistent basis throughout the entire period involved, except as otherwise disclosed in the Company Reports. The Financial Statements comply in all material respects with the Securities Act, the Exchange Act and the rules and regulations thereunder. No other financial statements or supporting schedules or exhibits are required to be filed with the SEC.

Section 4.11    No Material Adverse Change. There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its Subsidiaries, taken as a whole, from that set forth or contemplated in the Company Reports filed prior to the date hereof.

Section 4.12    Legal Proceedings. There are no legal or governmental proceedings, actions, suits or claims (a) pending or, to the Company’s Knowledge, threatened to which the Company or any of its Subsidiaries is a party or to which any of the properties or assets of the Company or any of its Subsidiaries is subject, other than proceedings accurately described in all material respects in the Company Reports and proceedings that would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (b) that are required to be described in the Company Reports and are not so described; and there are no statutes, regulations, contracts or other documents to which the Company or any of its Subsidiaries is subject or by which the Company or any of its Subsidiaries is bound that are required to be described in the Company Reports or to be filed as exhibits to the Company Reports that are not described therein or filed as required. Neither the Company nor any of its Subsidiaries, nor any director or officer thereof, is or has been the subject of any legal or governmental proceedings, actions, suits or claims of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. For purposes of this Agreement, “Knowledge” means the actual knowledge (after due inquiry) of the executive officers (as defined in Exchange Act Rule 3b-7) of the Company or any of its Subsidiaries, as applicable.

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Section 4.13    Regulatory Permits. The Company and each of its Subsidiaries have conducted their respective businesses in compliance with all applicable laws, except for noncompliance, if any, disclosed in the Company Reports filed prior to the date hereof or which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Company and its Subsidiaries possesses or has applied for all certificates, authorizations, licenses, franchises, permits, orders and approvals issued or granted by the appropriate governmental or regulatory authorities, agencies, courts, commissions or other entities, whether federal, state, local or foreign, or applicable self-regulatory organizations necessary to conduct its business as currently conducted, except (i) where the failure to possess such certificates, authorizations, licenses, franchises, permits, orders and approval, individually or in the aggregate, has not and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (“Material Permits”) and (ii) as accurately described in all material respects in the Company Reports, and neither the Company nor any of its Subsidiaries has received any written notice of proceedings relating to the revocation or material adverse modification of any such Material Permits (except as accurately described in all material respects in the Company Reports), and to the Company’s Knowledge, there are no facts or circumstances that would give rise to the revocation, termination or material adverse modifications of any Material Permits.

Section 4.14    Material Contracts. Except for the Material Contracts, the Notes and the Other CBs, neither the Company nor any of its Subsidiaries is a party to any agreements, contracts or commitments that are material to the business, financial condition, assets or operations of the Company and its Subsidiaries or that would be required to be filed pursuant to Item 19 and the Instructions as to Exhibits of Form 20-F. Neither the Company nor any of its Subsidiaries is in material default under, or in material violation of, nor has received written notice of termination or default under any Material Contract. For purposes of this Agreement, “Material Contract” means any contract of the Company that was filed as an exhibit to the Company Reports pursuant to Item 19 and the Instructions as to Exhibits of Form 20-F.

Section 4.15    Investment Company Act. Neither the Company nor any of its Subsidiaries is or, after giving effect to the issuance and sale of the Notes and the application of the proceeds thereof, will become an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder.

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Section 4.16    No Price Stabilization. Neither the Company, its Subsidiaries nor any of the Company’s or its Subsidiaries’ officers, directors or affiliates has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company.

Section 4.17    Title to Property. The Company and its Subsidiaries have good and marketable title to all real and personal property owned by them which is material to the business of the Company and its Subsidiaries, taken as a whole, in each case free and clear of any Encumbrance except such as are described in the Company Reports or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries; and any real property and buildings held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries, in each case except as described in the Company Reports.

Section 4.18    No Labor Disputes. No strike, labor dispute, slowdown or stoppage is pending or, to the Knowledge of the Company or the Subsidiaries, threatened against the Company or any of its Subsidiaries, except any labor dispute that would not have, individually or in the aggregate, a Material Adverse Effect, and no union representation dispute currently is existing concerning the employees of the Company or any of its Subsidiaries. To the Knowledge of the Company and its Subsidiaries, no union organizing activities are currently taking place concerning the employees of the Company or any of its Subsidiaries and there has been no violation of any United States federal, state, local or foreign law or collective bargaining agreement relating to discrimination in the hiring, promotion or pay of employees, any applicable wage or hour laws or retirement benefits, or any provision of the Employee Retirement Income Security Act of 1974, as amended, or the rules and regulations promulgated thereunder concerning the employees of the Company or any of its Subsidiaries.

Section 4.19    Taxes. The Company (a) has filed all necessary national, regional, local and other tax returns (or timely filed applicable extensions therefore) that have been required to be filed, (b) is not in default or arrears in the payment of any taxes which were payable pursuant to said returns or any assessments with respect thereto, other than any which the Company is contesting in good faith and for which adequate reserves have been provided and reflected in the financial statements included in the Company Reports, and (c) does not have any tax deficiency that has been or, to the Company’s Knowledge, is reasonably likely to be asserted or threatened against it, except, in each case, for any failure to pay tax or file a tax return or any deficiencies that, individually or in the aggregate, would not have a Material Adverse Effect.

Section 4.20    Compliance with Environmental Laws. Except as disclosed in the Company Reports, neither the Company nor any of its Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), or, to the Company’s Knowledge, operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

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Section 4.21    Intellectual Property Rights. The Company and its Subsidiaries own or possess, or have the right to use, adequate trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “Intellectual Property Rights”) necessary to conduct the business now operated by them, or presently employed by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights, except such as would not and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Section 4.22    Compliance with Anti-Corruption Laws. Neither the Company nor any of its Subsidiaries, nor any director or officer thereof nor, to the Company’s Knowledge, any employee, agent, affiliate or representative of the Company or of any of its Subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to induce such government official to do or omit to do any act in violation of his or her lawful duties, influence official action or secure, obtain or retain business or any other improper advantage; (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other unlawful or improper payment or benefit; or (iv) will use, directly or indirectly, the proceeds of the sale of the Note in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, the Anti-Unfair Competition Law of the PRC, the Criminal Law of the PRC or any applicable anti-corruption laws (collectively, the “Anti-Corruption Laws”); and the Company and its Subsidiaries have conducted their businesses in compliance with Anti-Corruption Laws and have instituted, maintained and implemented, and will continue to maintain and implement, policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein.

Section 4.23    OFAC and Similar Laws. Neither the Company nor any of its Subsidiaries or, to the Company’s Knowledge, any director, officer, agent, employee, affiliate or representative thereof, is the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its Subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the issuance of the Note, or lend, contribute or otherwise make available such proceeds to any of its Subsidiaries, joint venture partners or other Person, to knowingly fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

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Section 4.24     Compliance with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Anti-Money Laundering Law of the PRC, the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of all jurisdictions where the Company and its Subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no investigation, action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.

Section 4.25    Disclosure Controls and Procedures. Except as disclosed in the Company Reports, the Company has established and maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are effective in all material respects to ensure that material information relating to the Company, including any consolidated Subsidiaries, is made known to its chief executive officer and chief financial officer by others within those entities. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and procedures as of the end of the period covered by the most recently filed annual report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed annual report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date and except as disclosed in the Company Reports, there have been no material changes in the Company’s internal controls (as such term is defined in the rules of the SEC under the Exchange Act) or, to the Company’s Knowledge, in other factors that could affect the Company’s internal controls.

Section 4.26    Accounting Controls. The Company and its Subsidiaries maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Section 4.27    Absence of Material Changes. Since December 31, 2019, except as may be otherwise disclosed in such Company Reports, there has not been (a) any Material Adverse Effect, (b) any transaction which is material to the Company, (c) any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (d) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, (e) any change in the capital stock (other than a change in the number of outstanding Ordinary Shares or ADSs due to grants of share under the Company’s Share Incentive Plans existing on the date hereof or the issuance of shares upon the exercise of outstanding options or warrants), or (f) any issuance of options, warrants, convertible securities or other rights to purchase the capital share (other than grants of share options under the Company’s Share Incentive Plans existing on the date hereof) of the Company.

Section 4.28    Brokers’ Fees. Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person that would give rise to a valid claim against the Company or the Purchaser for a brokerage commission, finder’s fee or like payment in connection with the offering and issuance of any Note or any transaction contemplated by the Transaction Documents.

Section 4.29    Listing and Maintenance Requirements. The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, as applicable. The ADSs are registered pursuant to Section 12(b) of the Exchange Act and are listed on the New York Stock Exchange, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the ADSs under the Exchange Act or delisting the ADSs from the New York Stock Exchange, nor has the Company received any notification that either the SEC or the New York Stock Exchange is contemplating terminating such registration or listing. The Conversion Securities will be duly authorized for listing on the New York Stock Exchange immediately upon their issuance.

Section 4.30    Sarbanes-Oxley Act. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all applicable rules and regulations promulgated thereunder or implementing provisions thereof that are then in effect.

Section 4.31    New York Stock Exchange Approval Rules. No further approval of the shareholders of the Company under the rules and regulations of the New York Stock Exchange is required for the Company to issue and deliver the Note to Purchaser or the Conversion Securities upon conversion of the Note.

Section 4.32    Offering. Subject to the accuracy of the representations and warranties of the Purchaser in Article III, the offer, sale and issuance of the Notes are exempt from the registration requirements of the Securities Act. Without limiting the generality of the foregoing, neither the Company or any of its Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in connection with the offering or issuance of any Note, including but not limited to the methods described in Rule 502(c) under the Securities Act.

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Section 4.33    No Integration. Neither the Company or any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, offered or sold or will, directly or indirectly, offer or sell any securities of the same or similar class as the Note, or take any other action, so as to cause the offer and issuance of the Note to fail to be entitled to the exemption from registration requirements of the Securities Act.

Section 4.34    PFIC Status. Each of the Company and its Subsidiaries was not a “passive foreign investment company” (“PFIC”) within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended, as of the end of its most recent taxable year and, based on the expected composition of its income and the value of its assets, does not expect to be a PFIC for the current taxable year.

Section 4.35    No Transaction or Other Taxes. No transaction, stamp, capital or other documentary, issuance, registration, transaction, transfer, withholding or other similar taxes or duties are payable by or on behalf of the Purchaser to the government of the PRC, Hong Kong or Cayman Islands or any political subdivision or taxing authority thereof in connection with the execution, delivery or performance of this Agreement, the Registration Rights Agreement or the Note.

Section 4.36    Absence of Accounting Issues. The Company has not received any notice, oral or written, from the board of directors stating that it is reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors have recommended that the board of directors review or investigate, (i) adding to, deleting, changing the application of, or changing the Company’s disclosure with respect to any of the Company’s material accounting policies; or (ii) any matter which could result in a restatement of the Company’s financial statements for any annual or interim period during the current or prior two fiscal years.

Section 4.37    Payment of Dividends. All Conversion Securities shall be entitled to rights to participate in all dividends and other distributions the record dates of which fall after the date such Conversion Securities are issued.

Section 4.38    Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

Section 4.39    No Immunity. Neither the Company or any of its Subsidiaries, nor any of their respective properties, assets or revenues, has any right of immunity, under the laws of the Cayman Islands, Hong Kong, the PRC, the State of New York or the United States, from any legal action, suit or proceeding, the giving of any relief in any such legal action, suit or proceeding, set-off or counterclaim, the jurisdiction of any Cayman Islands, Hong Kong, PRC, the State of New York or United States federal court, service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, the Note, the Registration Rights Agreement or the Deposit Agreement; and, to the extent that the Company, any of its Subsidiaries or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, each of the Company and its Subsidiaries waives or will waive such right to the extent permitted by law.

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Section 4.40    No Undisclosed Liabilities. The Company and its Subsidiaries do not have any liabilities or obligations other than those (i) reflected on, reserved against, or disclosed in the Financial Statements or in the notes thereto, (ii) incurred in the ordinary course of business, (iii) that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (iv) arising under the Transaction Documents. There are no unconsolidated Subsidiaries of the Company or any off-balance sheet arrangements of any type that have not been so described in the Company Reports or the Financial Statements nor any obligations to enter into any such arrangements.

Section 4.41    Information. The information, documents, and materials provided by the Company and its representatives to the Purchaser or its Affiliates on or before the date of this Agreement in connection with the Purchaser or its Affiliates’ due diligence and the preparation and negotiation of the Transaction Documents, including any financial statements and financial information, and the Other CB Documents, are true, accurate and not misleading in all material respects. The Purchaser acknowledges that neither the Company nor any of its officers, directors or representatives is making any representation or warranty with respect to any projections or forecasts, including the reasonableness of the assumptions underlying such projections or forecasts, provided by the Company or any of its officers, directors or representatives to the Purchaser.

ARTICLE V

OTHER AGREEMENTS

Section 5.1    Depositary. As more fully described in the Notes, upon conversion of all or any portion of a Note in accordance with the terms thereof, the Company shall cause the Depositary to promptly deliver Conversion Securities to the relevant Note holder in accordance with the provisions of the Deposit Agreement, provided that the Purchaser shall reasonably cooperate with the Company and the Depositary in connection therewith.

Section 5.2    Supplemental Listing Application. On the date of this Agreement, the Company shall file a supplemental listing application with the New York Stock Exchange reflecting the transactions contemplated by the Transaction Documents.

Section 5.3    Listing of Shares; Certificates. The Company covenants that all Conversion Securities shall, at all times that any Note is convertible, be duly approved for listing subject to official notice of issuance on the New York Stock Exchange. The Company covenants that the certificates, if any, representing the ADRs to be issued to evidence any Conversion Securities issued upon conversion of Notes shall comply with applicable law.

Section 5.4    SAFE Rules and Regulations. To the extent practicable, the Company shall, on a continuous basis, use its reasonable efforts to cause each of the Company’s direct or indirect shareholders who are a “domestic resident” (as defined in Circular 37), and cause one of its Subsidiaries in the PRC to work with each of the participants of the Share Incentive Plans, who is a “domestic resident” (as defined in Circular 7) and directly or indirectly holds Restricted Shares of the Company, who is a “domestic resident” (as defined in Circular 7), to duly complete, obtain and keep current the foreign exchange registrations with the competent local branch of the SAFE in accordance with the requirements of the SAFE Rules and Regulations.

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Section 5.5    Confidentiality. Each Party agrees not to disclose the other Party’s identity and not to permit such disclosure by any of its Subsidiaries and affiliates unless such disclosure is required, in the good faith determination by qualified legal counsel, by applicable law or regulation (including any rules or regulations of any securities exchange). In the case that disclosure is so required, the Company will provide Purchaser with a draft of the proposed disclosure at least ten days prior to its release, publication or filing and will accept reasonable comments on such disclosure.

Section 5.6    Consent Rights. From and after the Closing Date, the Company shall not, without the prior written consent of the Purchaser, make any acquisition of or investment in any Person (whether for minority or majority stakes) or securities (whether listed or unlisted), any capital expenditure or any acquisition (whether through purchase, sale, spin-off, lease, merger, consolidation, share exchange, business combination or otherwise) that is not within the Principal Business with a value or payment exceeding RMB50,000,000 (in a single transaction or a series of related transactions).

Section 5.7    Most Favorable Terms and Treatment . For so long as the Purchaser (collectively with its Affiliates) beneficially owns 100% of the Note (including in the form of Conversion Securities):

(a)    The Company shall not, without the prior written consent of the Purchaser, issue any Securities (excluding any options or equity awards under the share incentive plans adopted by the Company) (i) convertible, exercisable or exchangeable for or deriving from any equity interest in the Company, and (ii) entitled or subject to repayment, redemption or repurchase by the Company, if such Securities have a maturity date or final repayment, redemption or repurchase date (as applicable) that falls on or before the Maturity Date (as defined in the Note) or any date of early redemption or repurchase that falls on or before the Repurchase Date (as defined in the Note);

(b)    if the Company shall offer or issue to any Person any Securities (i) convertible, exercisable or exchangeable for or deriving from any equity interest in the Company, and (ii) entitled or subject to repayment, redemption or repurchase by the Company, that are guaranteed by the Company or any of its Affiliates or secured by any mortgage, pledge, lien, charge or security interest on any assets or property of the Company or any of its Affiliates, the Parties shall take all necessary actions, including amending the terms and conditions of the Transaction Documents, to cause the Note to be so guaranteed or secured, unless otherwise waived by the Purchaser in writing; and

(c)    if the Company shall offer or issue to any Person any Securities (i) convertible, exercisable or exchangeable for or deriving from any equity interest in the Company, and (ii) entitled or subject to repayment, redemption or repurchase by the Company, that rank senior or in priority to any Note in right of payment, the Parties shall take all necessary actions, including amending the terms and conditions of the Transaction Documents, to cause the Note to rank at least pari passu in right of payment with such Securities, unless otherwise waived by the Purchaser in writing.

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Section 5.8    Reservation of Shares. At any time when any portion of the Notes is outstanding, the Company shall maintain a reserve from its duly authorized but unissued shares, sufficient Ordinary Shares to enable the Company to comply with its obligations to issue the Conversion Securities upon the conversion of the Notes in accordance with the terms and conditions of the Notes.

Section 5.9    Pre-Closing Covenants. Except as contemplated under the Transaction Documents, from the date hereof until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to (a) conduct its business and affairs in the ordinary course of business, and (b) not take any action, or omit to take any action, that would reasonably be expected to make (i) any of its representations and warranties in the Transaction Documents untrue as of the Closing Date, or (ii) any of the conditions precedent set forth in Sections 6.1 not to be satisfied on or prior to the Closing Date.

Section 5.10    Certain Actions. The Company and the Purchaser shall reasonably cooperate with each other and use (and shall cause their respective affiliates to use) reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on its part under this Agreement, applicable law and stock exchange listing standards to consummate the transactions contemplated by this Agreement as soon as practicable.

Section 5.11    Legends. To the extent reasonably necessary under applicable law, any certificate, book-entry or ADR representing Conversion Securities shall have endorsed until no longer required, to the extent appropriate, upon its face the following words:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY JURISDICTION. SUCH SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (I) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW, OR (II) ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT, OR APPLICABLE STATE SECURITIES LAW, RELATING TO THE DISPOSITION OF SECURITIES, INCLUDING RULE 144.

Section 5.12    Legend Removal. Upon the request of the Purchaser or any transferee or proposed transferee thereof, the Company shall instruct the Depositary to remove the legend contemplated by Section 5.11 (and shall revoke any related stop transfer or similar instructions to its registrar and transfer agent), if the Conversion Securities are covered by an effective registration statement under the Securities Act or if such person provides reasonable evidence to the effect that a sale, transfer or assignment of such Conversion Securities may be made without registration under the Securities Act or that such Conversion Securities are eligible for resale pursuant to Rule 144 under the Securities Act.

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ARTICLE VI

CONDITIONS TO CLOSING

Section 6.1    Conditions to the Purchaser’s Obligations. The obligations of the Purchaser to consummate the transactions contemplated under this Agreement are subject to the satisfaction of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion:

(a)    each of the representations and warranties of the Company contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;

(b)    the Company shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing;

(c)    no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof;

(d)    the issuance of the Other CBs shall have closed in accordance with the terms of the Other CB Documents;

(e)    There shall not exist or have occurred any event, circumstance, development or change that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect.

Section 6.2    Conditions to the Company’s Obligations. The obligations of the Company to consummate the transactions contemplated under this Agreement are subject to the satisfaction of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

(a)    each of the representations and warranties of Purchaser contained in this Agreement shall be true and correct as of the Closing Date, with the same effect as though those representations and warranties had been made on and as of the Closing Date, except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty need only be true and correct as of such date;

(b)    Purchaser shall have duly performed and complied in all material respects with all covenants and agreements contained in this Agreement that are required to be performed or complied with by it at or before the Closing; and

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(c)    no court or other governmental or regulatory authorities, agencies, commissions or other entities, whether federal, state, local or foreign, shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement, and there shall not be pending by or before any such entity any suit, action or proceeding in respect thereof.

ARTICLE VII

TERMINATION

Section 7.1    Termination. This Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:

(a)    by mutual written agreement of the Parties;

(b)    by either Party if any law or final, non-appealable injunction or order shall have been enacted or issued which has the effect of prohibiting the transactions contemplated hereunder; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to any Party if the issuance of such law, injunction or order was initiated by, or primarily due to a breach by, such Party of this Agreement;

(c)    by either Party if the Closing shall not have occurred by June 30, 2021; provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(c) shall not be available to any Party if the failure of the Closing to occur on or prior to such date was primarily due to a breach by such Party of this Agreement;

(d)    by the Purchaser if there is a material breach by the Company of any of its representations, warranties, covenants, obligations or agreement hereunder that would give rise to failure of the conditions set forth in Section 6.1 to be satisfied; or

(e)    by the Company if there is a material breach by the Purchaser of any of its representations, warranties, covenants, obligations or agreement hereunder that would give rise to failure of the conditions set forth in Section 6.2 to be satisfied.

Section 7.2    Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, it shall become null and void and of no further force and effect, except that the provisions of this Section 7.2 and Article VIII shall remain in full force and effect; provided that nothing herein shall relieve any Party from liability for any breach of this Agreement that occurred prior to such termination.

ARTICLE VIII

MISCELLANEOUS

Section 8.1    Survival. Other than the representations and warranties set forth in Sections 3.1, 3.2, 4.2, 4.3, 4.4 and 4.5 (collectively, the “Fundamental Representations”), which shall survive the Closing indefinitely, the representations and warranties of the Parties set forth in Articles III and IV shall survive the Closing until the date that is eighteen (18) months after the Closing. All of the covenants, obligations and agreements of the Parties contained in this Agreement shall survive the Closing until fully performed in accordance with their terms.

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Section 8.2    Indemnification.

(a)    From and after the Closing, each Party (the “Indemnitor”) shall indemnify, defend and hold harmless the other Party, its Affiliates and their respective officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any and all suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith, including reasonable attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by any Indemnitee as a result of or arising out of the breach by the Indemnitor of any of its representations, warranties, covenants, obligations or agreement contained in the Transaction Documents.

(b)    No Indemnitee shall be entitled to recover from the Indemnitor more than once in respect of the same Indemnified Liabilities suffered.

(c)    The maximum aggregate amount of Indemnified Liabilities that the Indemnitees will be entitled to recover, other than with respect to breaches of any Fundamental Representations, shall be limited to US$10,000,000. The maximum aggregate amount of Indemnified Liabilities that the Indemnitees will be entitled to recover for breaches of Fundamental Representations (inclusive and not in duplication of the amounts referred to in the preceding sentence) shall be limited to US$20,000,000.

Section 8.3    Costs and Expenses. The Company shall bear, pay and reimburse the Purchaser for all costs, fees and expenses incurred by the Purchaser in connection with the due diligence for the transactions thereunder, up to an amount of US$30,000.

Section 8.4    Entire Agreement. The Transaction Documents and all documents, instruments and certificates delivered in connection therewith constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter thereof and supersede all prior and contemporaneous oral or written agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the Parties or any of their agents, representatives or affiliates relative to such subject matter, including, without limitation, any term sheets, emails or draft documents.

Section 8.5    Governing Law; Arbitration. This Agreement shall in all respects be construed in accordance with and governed by Hong Kong laws, without reference to its choice of law rules. Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. It shall not be incompatible with this arbitration agreement for any party to seek interim or conservatory relief from courts of competent jurisdiction before the constitution of the arbitral tribunal.

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Section 8.6    Notices. All notices and other communications given under this Agreement shall be in writing and shall be deemed to have been duly given: (a) upon receipt, when delivered personally; (b) one Business Day after deposit with an internationally recognized overnight courier service; or (c) when sent by confirmed electronic mail if sent during normal business hours of the recipient, or if not, then on the next Business Day, in each case properly addressed to the Party to receive the same. The addresses of the Parties for such communications are:

If to the Company:

Puxin Limited

5/F, Building 4, Dingjun Building

75 Suzhou Street, Haidian District

Beijing 100080

People’s Republic of China

E-mail: wangpeng6@pxjy.com

Attn: Mr. Peng Wang

If to the Purchaser:

Shine Honour Opportunity VI Limited

Address: 33/F, Three Pacific Place

1 Queen’s Road East, Hong Kong

Email: jlewis@pagasia.com

Attention: Jon Lewis

with a copy (which shall not constitute notice) to:

Fenwick & West LLP

Address: Unit 908, Kerry Parkside Office

No. 1155 Fang Dian Road

Pudong, Shanghai 201204, China

Email: niping.wu@fenwick.com

Attention: Niping Wu

A Party may change or supplement the addresses given above by giving the other Party written notice thereof in the manner set forth above.

Section 8.7    Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party.

Section 8.8    No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided in this Agreement, nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever.

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Section 8.9    Specific Performance. The Parties acknowledge and agree that irreparable harm would occur for which money damages would not be an adequate remedy if any provision of this Agreement was not performed in accordance with its specific terms or was otherwise breached. It is accordingly agreed that, in addition to any other remedies at law or in equity, each Party shall be entitled to injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without posting any bond or other undertaking.

Section 8.10    Amendment; Waiver.

(a)    This Agreement may be amended, modified or supplemented only by a written instrument duly executed by all the Parties.

(b)    The observance of any provision in this Agreement may be waived only by the written consent of the Party against whom such waiver is to be effective. No failure or delay on the part of any Party to exercise any right hereunder shall operate as waiver thereof, nor shall any single or partial exercise by any Party of any right preclude any other or future exercise thereof or the exercise of any other right.

Section 8.11    Severability. If any provision of this Agreement is found to be invalid or unenforceable, then such provision shall be construed, to the extent feasible, so as to render the provision enforceable and to provide for the consummation of the transactions contemplated hereby on substantially the same terms as originally set forth herein, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement, which shall remain in full force and effect unless the severed provision is essential to the rights or benefits intended by the Parties. In such event, the Parties shall use commercially reasonable efforts to negotiate, in good faith, a substitute, valid and enforceable provision or agreement, which most nearly effects the Parties’ intent in entering into this Agreement.

Section 8.12    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

PUXIN LIMITED
By:	/s/ Yunlong Sha
Name:	Yunlong Sha
Title:	Chairman and Chief Executive Officer

[Signature Page to Convertible Note Purchase Agreement]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written above.

SHINE HONOUR OPPORTUNITY VI LIMITED
By:	/s/ JON ROBERT LEWIS
Name:	JON ROBERT LEWIS
Title:	Authorised Signatory

[Signature Page to Convertible Note Purchase Agreement]

EXHIBIT A

FORM OF NOTE

A - 1

THE SECURITY REPRESENTED BY THIS INSTRUMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

PUXIN LIMITED

CONVERTIBLE PROMISSORY NOTE

No. [●]

[●], 2021                                                                                                                                                                                          US$[●]

Subject to the terms and conditions of this Convertible Promissory Note (this “Note”), Puxin Limited, a Cayman Islands exempted company with limited liability (the “Company”), for good and valuable consideration received, hereby promises to pay to the order of [●] (such person and any permitted transferee thereof, the “Holder”), the principal amount of US$[•], together with interest thereon pursuant to the terms of this Note. This Note is being issued pursuant to a Convertible Note Purchase Agreement, dated as of March [●], 2021 (the “Purchase Agreement”), between the Company and [●]. The Purchase Agreement contains terms governing the rights of the Holder, and all provisions of the Purchase Agreement are hereby incorporated herein in full by reference. Unless otherwise indicated herein, capitalized terms used in this Note have the same meanings set forth in the Purchase Agreement.

ARTICLE I

DEFINED TERMS

The terms defined in this Article I (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Note shall have the respective meanings specified in this Article I.

“Additional Amounts” shall have the meaning specified in Section 6.1(a).

“ADS” means American Depositary Shares, each representing two Ordinary Shares as of the date hereof.

“Board of Directors” shall have the meaning specified in Section 5.4(a).

“Business Day” means any day that is not a Saturday, a Sunday or another day on which banks are required or authorized by law to be closed in New York City.

“close of business” means 5:00 p.m. (New York City time).

“Closing Sale Price” of any securities on any date means the closing sale price per security (or if no closing sale price is reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and the average ask prices) on that date as reported in composite transactions for the New York Stock Exchange (or the principal U.S. national or regional securities exchange on which such securities are traded). If such securities are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the “Closing Sale Price” shall be the last quoted bid price for such securities in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. or a similar organization. If such securities are not so quoted, the “Closing Sale Price” shall be the average of the midpoint of the last bid and ask prices for such securities on the relevant date from each of at least three nationally recognized independent investment banking firms reasonably selected by the Company for this purpose. If there is no bid price or no ask price for such securities on the relevant date, then the “Closing Sale Price” shall be the value per security of such securities as of the close of business on the relevant date as determined by a nationally recognized independent investment banking firm retained by the Company for such purpose as most accurately reflecting the per security price that a fully informed buyer, acting on its own accord, would pay to a fully informed seller, acting on its own accord in an arms-length transaction, for one such security. For so long as the Ordinary Shares are represented by ADSs, the “Closing Sale Price” of the Ordinary Shares on any date shall be the Closing Sale Price of the ADSs on that date, divided by the number of Ordinary Shares then represented by one ADS.

“Company” shall have the meaning specified in the preamble.

“Conversion Date” shall have the meaning specified in Section 5.2(b).

“Conversion Rate” shall have the meaning specified in Section 5.3.

“Conversion Securities” mean the Securities issuable upon conversion in whole or in part of the Note.

“Default” means any event that is, or after notice or passage of time, or both, would be, an Event of Default.

“Defaulted Amounts” means any amounts on this Note (including principal, interest, any redemption or repurchase price) that are payable but are not punctually paid or duly provided for.

“Deposit Agreement” means Deposit Agreement dated as of June 14, 2018 among the Company, Deutsche Bank Trust Company Americas, as depositary, and the owners and holders from time to time of the ADSs issued thereunder, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Depositary” means the depositary for the ADSs under the Deposit Agreement, being Deutsche Bank Trust Company Americas as of the date of this Note.

“Dispute” shall have the meaning specified in Section 9.2.

“Distributed Assets” shall have the meaning specified in Section 5.4(d).

“Encumbrance” means any security interest, pledge, mortgage, lien, charge, claim, hypothecation, title defect, right of first option or refusal, right of pre-emption, third-party right or interests, put or call right, adverse claim of ownership or use, or other encumbrance of any kind.

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“Event of Default” shall have the meaning specified in Section 4.1.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Expiration Date” shall have the meaning specified in Section 5.4(f).

“Expiration Time” shall have the meaning specified in Section 5.4(f).

“Fundamental Change” means the occurrence of any of the following:

(a)    (A) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act, other than the Company, its Subsidiaries, the employee benefit plans of the Company and its Subsidiaries and any Permitted Holder, files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the Company’s ordinary share capital (including ordinary share capital held in the form of ADSs) representing more than 50% of the voting power of the Company’s ordinary share capital, or (B) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of more than 50% of the Company’s then outstanding Ordinary Shares (including Ordinary Shares held in the form of ADSs);

(b)    the consummation of (A) any recapitalization, reclassification or change of the Ordinary Shares or the ADSs (other than changes resulting from a subdivision or combination) as a result of which the Ordinary Shares or the ADSs would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation, merger or scheme of arrangement of the Company or any similar transaction pursuant to which the Ordinary Shares or the ADSs will be converted into cash, securities or other property; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Company and its Subsidiaries, taken as a whole, to any Person other than one of the Company’s Subsidiaries; provided, however, that a transaction described in clause (B) in which the holders of all classes of the Company’s ordinary share capital immediately prior to such transaction own, directly or indirectly, more than 50% of all classes of ordinary share capital of the continuing or surviving corporation or transferee or the parent thereof immediately after such transaction in substantially the same proportions vis-à-vis each other as such ownership immediately prior to such transaction shall not be a Fundamental Change pursuant to this clause (b);

(c)    the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company;

(d)    the ADSs (or Ordinary Shares or other common equity then underlying the Note) cease to be listed or quoted on The New York Stock Exchange (or its successors); or

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(e)    any change in or amendment to the laws, regulations and rules of the PRC or the official interpretation or official application thereof (a “Change in Law”) that results in (x) the Company and its Subsidiaries (collectively, the “Company Group”) (as in existence immediately subsequent to such Change in Law), as a whole, being legally prohibited from operating substantially all of the business operations conducted by the Company Group (as in existence immediately prior to such Change in Law) as of the last date of the period described in the Company’s consolidated financial statements for the most recent fiscal quarter, or (y) the Company being unable to continue to derive substantially all of the economic benefits from the business operations conducted by the Company Group (as in existence immediately prior to such Change in Law) in the same manner as reflected in the Company’s consolidated financial statements for the most recent fiscal quarter.

“Fundamental Change Repurchase Notice” shall have the meaning specified in Section 6.3(a).

“Holder” shall have the meaning specified in the preamble.

“Interest Payment Date” shall have the meaning specified in Section 2.1.

“Make Whole Fundamental Change” means the occurrence of any Fundamental Change contemplated by clauses (a), (b) (determined without regard to the proviso in clause (b)), (d), or (e) of the definition thereof.

“Make Whole Fundamental Change Premium” means the product of the then applicable Conversion Rate multiplied by 1.20.

“Maturity Date” shall have the meaning specified in Section 3.1.

“Merger Event” shall have the meaning specified in Section 5.5(a).

“Note” shall have the meaning specified in the preamble.

“Ordinary Shares” means the ordinary shares, par value US$0.00005 per share, of the Company.

“Permitted Equity Awards” means (a) options, restricted shares, restricted share units or other equity awards of the Company granted pursuant to the Share Incentive Plans, in an aggregate amount not to exceed 22,422,584 Ordinary Shares (directly or in the form of ADSs), or (b) options, restricted shares, restricted share units or other equity awards of the Company to be granted pursuant to any equity incentive plan of the Company after [●], being the second anniversary of the date of the issuance of the Note.

“Permitted Holders” means Mr. Yunlong Sha, together with any other respective “person” or “group” subject to aggregation of ordinary share capital of the Company (including ordinary share capital held in the form of ADSs) with Mr. Yunlong Sha under Section 13(d) of the Exchange Act.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

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“PFIC” shall have the meaning specified in Section 6.12.

“Purchase Agreement” shall have the meaning specified in the preamble.

“Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Ordinary Shares (directly or in the form of ADSs) (or other applicable security) have the right to receive any cash, securities or other property or in which the Ordinary Shares (directly or in the form of ADSs) (or such other security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of security holders entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors, statute, contract or otherwise).

“Reference Price” shall have the meaning specified in Section 5.3.

“Reference Property” shall have the meaning specified in Section 5.5(a).

“Related Business” means the business of providing K-12 tutoring services, study-abroad test preparation services and study-abroad consulting services.

“Relevant Securities” shall have the meaning specified in Section 5.4(g).

“Relevant Jurisdiction” shall have the meaning specified in Section 6.1(a).

“Relevant Taxing Jurisdiction” shall have the meaning specified in Section 6.1(a).

“Repurchase Date” shall have the meaning specified in Section 6.6.

“Securities” means any Ordinary Shares (including in the form of ADSs) or any equity interest in, or shares of any class in the share capital (ordinary, preferred or otherwise) of, the Company, or any securities convertible, exercisable or exchangeable for or deriving from any Ordinary Shares or such equity interest or shares of any class in the share capital of the Company, or any rights to participate in the profits of the Company, or any options, warrants or rights to acquire any of the above.

“Securities Act” shall have the meaning specified in the legend above.

“Spin-Off” shall have the meaning specified in Section 5.4(d).

“Spin-Off Valuation Period” shall have the meaning specified in Section 5.4(d).

“Successor Company” shall have the meaning specified in Section 11.1(a).

“Trigger Event” shall have the meaning specified in Section 5.4(d).

“Underlying Shares” shall have the meaning specified in Section 5.2(b)(i).

“US$ or $” refers to United States dollars, the lawful currency of the United States.

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ARTICLE II

PAYMENT OF INTEREST

Section 2.1    Interest Payments. Interest shall accrue on the principal amount of the Note (in each case computed on the basis of a 365/366-day year and the actual number of days elapsed in any year) at a simple rate equal to 3.00% per annum. The Company shall pay to the Holder all accrued interest in cash semiannually on each March [●] and September [●]¹ of each year (each, an “Interest Payment Date”), commencing on September [●], 2021 and including the Maturity Date. Interest shall accrue on any principal payment due under this Note until such time as payment therefor is actually delivered to the Holder; provided that if any portion of the principal amount is duly converted into ADSs pursuant to and in accordance with the Note, interest shall cease to accrue on the portion of the principal amount being converted upon completion of such conversion in accordance with Section 5.2.

Section 2.2    Payment of Interest Upon Conversion. Accrued and unpaid interest that would have been payable on the next Interest Payment Date will not be payable with respect to any portion of the Note submitted for conversion prior to such Interest Payment Date except for (i) a Note submitted for conversion after [●] (the last Interest Payment Date prior to the Maturity Date); (ii) if a Fundamental Change has occurred and the Note is submitted for conversion prior to the last day that the Note may be submitted for repurchase pursuant to Section 6.3; or (iii) to the extent of any Defaulted Amount, if any Defaulted Amount exists at the time of conversion with respect to the Note.

ARTICLE III

PAYMENT OF PRINCIPAL ON NOTE

Section 3.1    Scheduled Payment. Unless converted, redeemed or repurchased in full in accordance with the terms of this Note, the principal amount (including any accrued and unpaid interest) of this Note shall be due and payable on [●]² (the “Maturity Date”).

Section 3.2    Payment. All amounts payable on or in respect of this Note or the indebtedness evidenced hereby shall be paid to the account designated by the Holder in U.S. dollars, in immediately available funds on the date that any principal, interest or other payment is due and payable hereunder. If any such payment date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day. The Company shall not have the right to pre-pay the outstanding principal of any Note without the prior written consent of the Holder.

ARTICLE IV

EVENTS OF DEFAULT; REMEDIES ON DEFAULT

Section 4.1    Event of Default. An “Event of Default” shall exist if any of the following conditions or events shall occur, whatever the reason or cause for such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental authority or otherwise:

¹  Interest payment dates to be each anniversary date of Closing and each date that is six months thereafter.

²  Insert the date that is the fifth anniversary of the date of the Note.

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(a)    the Company defaults in the payment of principal on the Note, or any redemption or repurchase price with respect to the Note, when the same becomes due and payable, whether at maturity or at a date fixed for payment or prepayment, or by declaration or otherwise;

(b)    the Company defaults in the payment of interest on the Note when the same becomes due and payable, whether at maturity, on an Interest Payment Date or at a date fixed for payment or prepayment, or by declaration or otherwise, and such failure to pay is not cured within three (3) Business Days after the occurrence thereof;

(c)    the Company fails to perform and comply with its obligation to convert all or a portion of the Note in accordance with Article V upon the exercise by the Holder of its conversion rights, and such failure continues for a period of five (5) Business Days;

(d)    the Company fails to provide a notice of a Make Whole Fundamental Change in accordance with Section 6.2, or a notice of a Fundamental Change in accordance with Section 6.3, in each case when such notice is due, and such failure continues for a period of five (5) Business Days;

(e)    the Company fails to comply with the provisions of Article XI;

(f)    the Company fails to comply with any other provisions of this Note or any other Transaction Document, and such failure is not remedied within thirty (30) days after the Company receives written notice thereof from the Holder;

(g)    the Company, any Subsidiary of the Company or any of their respective affiliates fails to pay principal, interest, repurchase or redemption price when due (whether at stated maturity or otherwise) or an uncured default exists that results in the acceleration of maturity of any indebtedness for borrowed money of the Company, any subsidiary of the Company or any of their respective affiliates in an aggregate amount in excess of US$10,000,000 (or its foreign currency equivalent), unless such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within any applicable cure period (not to exceed thirty (30) days) set forth in the relevant agreement or instrument;

(h)    one or more final non-appealable judgments for the payment of money in any aggregate amount in excess of US$10,000,000 shall be rendered against the Company, any Subsidiary of the Company or any of their respective affiliates and the same shall remain undischarged for a period of sixty (60) days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company, any Subsidiary of the Company or any of their respective affiliates to enforce any such judgment;

(i)    the Company (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or winding-up or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property or (v) is adjudicated as insolvent or to be liquidated; or

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(j)    a court or governmental authority of competent jurisdiction enters an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company, or any such petition shall be filed against the Company and such petition shall not be dismissed within sixty (60) days.

Section 4.2    Acceleration.

(a)    The Company shall promptly deliver a written notice to the Holder upon the occurrence of an Event of Default.

(b)    If any Event of Default specified in Section 4.1(i) or (j) has occurred, 100% of the outstanding principal of, and accrued and unpaid interest on, the Note shall automatically become immediately due and payable without any action on the part of the Holder.

(c)    If any other Event of Default has occurred and is continuing, the Holder may at any time at his, her or its option, by notice to the Company, declare the Note to be immediately due and payable, and upon any such declaration the Note (including any accrued and unpaid interest thereon) shall be immediately due and payable.

(d)    Upon the Note becoming due and payable under this Section 4.2, whether automatically or by declaration, the Note will forthwith mature and the entire unpaid principal amount (including any accrued and unpaid interest) shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.

Section 4.3    Other Remedies.

(a)    If any Event of Default has occurred and is continuing, and irrespective of whether the Note has become or has been declared immediately due and payable under Section 4.2, the Holder may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein, for an injunction against a violation of any of the terms hereof or thereof or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

Section 4.4    No Waivers or Election of Remedies; Expenses. No course of dealing and no delay on the part of the Holder in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. The Company shall pay the principal amount (including any accrued and unpaid interest) of the Note without any deduction for any setoff or counterclaim. No right, power or remedy conferred by the Purchase Agreement or by the Note upon the Holder shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. The Company will pay to the Holder on demand such further amount as shall be sufficient to cover all reasonable costs and expenses of the Holder incurred in any enforcement or collection under this Article IV, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.

Section 4.5    Default Interest. Any Defaulted Amounts shall accrue interest at the rate per annum borne by the Note plus 2%, from and including the relevant due date until the date of actual payment, and such Defaulted Amounts together with such interest thereon shall be paid by the Company to the Holder immediately on demand.

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ARTICLE V

CONVERSION

Section 5.1    Conversion by Holder. At any time prior to the close of business on the Business Day immediately preceding the Maturity Date, the Holder shall have the right to, from time to time and at the Holder’s option, convert all or any portion of the outstanding principal amount (including any accrued and unpaid interest) of this Note to fully paid ADSs at the applicable Conversion Rate, in accordance with the provisions of this Article V. For the avoidance of doubt, any reference in this Note to the conversion of the Note into ADSs shall mean the issuance of ADSs following conversion of the Note in accordance with the procedure set forth in Section 5.2.

Section 5.2    Conversion Procedure.

(a)    Subject to Section 5.2(b), this Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has delivered, by electronic mail, courier or any other method of delivery permitted under Section 12.3, a written notice of conversion and the Note for cancellation to the Company. Following the close of business on the Conversion Date, the rights of the Holder as holder of this Note to the extent of the conversion shall cease, and the Person or Persons in whose name or names the ADSs are to be issued upon such conversion shall be deemed to have become the holder or holders of record of the ADSs represented thereby.

(b)    As soon as possible upon each conversion, and in any event within five (5) Business Days after the relevant Conversion Date, the Company shall:

(i)    (A) issue the number of Ordinary Shares represented by the ADSs to be issued upon conversion (the “Underlying Shares”) in the name of the Depositary (or, if applicable, the custodian designated by the Depositary) in the Company’s share transfer registry, (B) cause the share certificate(s) evidencing such Ordinary Shares to be executed and delivered to the Depositary (or, if applicable, the custodian designated by the Depositary), and (C) deposit such Underlying Shares with the Depositary (or, if applicable, the custodian designated by the Depositary), in the name and on behalf of the Holder;

(ii)    cause the Depositary to issue and deliver to the securities account designated by the Holder certificates or a book-entry transfer for the number of ADSs to which the Holder shall be entitled to upon such conversion pursuant to Section 5.1 in accordance with the Deposit Agreement; and

(iii)    deliver to the Holder a new Note representing any portion of the principal amount that was represented by the Note surrendered to the Company in connection with such conversion, but which was not converted or which could not be converted because it would have required the issuance of a fractional ADS.

The converting Holder shall cooperate with the Company and the Depositary to facilitate the process outlined above.

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(c)    If a fractional ADS would, except for the provisions hereof, be deliverable upon conversion of this Note, the Company, in lieu of delivering such fractional ADS, shall in the event the conversion is being consummated in connection with repayment in full of the Note, pay in cash an amount equal to the market price of such fractional share based on the Closing Sale Price of the ADSs on the Conversion Date.

(d)    The issuance of the Underlying Shares and ADSs upon conversion of this Note shall be made without charge to the holder hereof for any issuance tax in respect thereof or other cost incurred by the Company in connection with such conversion and the related issuance of Underlying Shares and ADSs, unless the tax is due because the holder requests such Underlying Shares and ADSs to be issued in a name other than the holder’s name, in which case the holder shall pay such tax. Upon conversion of this Note, the Company shall take all such actions and execute and deliver all such documents as are necessary or reasonably requested by the Holder in order to ensure that the Ordinary Shares and ADSs issuable with respect to such conversion shall be validly issued in accordance with Section 5.2(b), fully paid and nonassessable.

(e)    The Company shall not close its books against the transfer of Ordinary Shares or ADSs issued or issuable upon conversion of this Note in any manner which interferes with the timely conversion of this Note.

Section 5.3    Conversion Rate. The initial Conversion Rate shall be 125.0000 ADSs (subject to adjustment as provided in this Article V, the “Conversion Rate”) per US$1,000 principal amount of the Note, representing a conversion price of US$8.00 per ADS (as appropriately adjusted to reflect any adjustment to the Conversion Rate, the “Reference Price”). The Conversion Rate shall be subject to adjustment from time to time pursuant to Section 5.4 or 5.5, and shall also be subject to adjustment upon the occurrence of certain Make Whole Fundamental Changes pursuant to Section 6.2.

Section 5.4    Adjustments to Conversion Rate. If the number of Ordinary Shares represented by each ADS is changed, after the date of this Note, for any reason other than one or more of the events described in this Section 5.4, the Company shall make an appropriate adjustment to the Conversion Rate such that the number of Ordinary Shares represented by the ADSs upon which conversion of the Note is based remains the same. In addition, the Conversion Rate shall be adjusted from time to time by the Company as follows:

(a)    In case the Company shall, at any time or from time to time while the Note is outstanding, pay a dividend in Ordinary Shares (directly or in the form of ADSs) or make a distribution in Ordinary Shares to all or substantially all holders of Ordinary Shares, then the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect on the Record Date for such dividend or distribution;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution; and
OS1	=	the number of Ordinary Shares that would be outstanding immediately after, and solely as a result of, such dividend or distribution.

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Any adjustment made pursuant to this Section 5.4(a) shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such dividend or distribution. If any dividend or distribution that is the subject of this Section 5.4(a) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors of the Company (the “Board of Directors”) publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared. For purposes of this Section 5.4(a), the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution shall not include Ordinary Shares held in treasury, if any. The Company shall not pay any dividend or make any distribution on Ordinary Shares held in treasury, if any.

(b)    In case outstanding Ordinary Shares (directly or in the form of ADSs) shall be subdivided or split into a greater number of Ordinary Shares or combined or reverse split into a smaller number of Ordinary Shares (in each case, other than as a result of a transaction for which appropriate adjustment has been made in accordance with Section 5.5), the Conversion Rate shall be adjusted based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the effective date of such subdivision, split, reverse split or combination;
CR1	=	the Conversion Rate in effect on the effective date of such subdivision, split, reverse split or combination;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the effective date of such subdivision, split, reverse split or combination; and
OS1	=	the number of Ordinary Shares that would be outstanding immediately after, and solely as a result of, such subdivision, split, reverse split or combination.

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Any adjustment made pursuant to this Section 5.4(b) shall become effective immediately prior to 9:00 a.m., New York City time, on the effective date of such subdivision, split, reverse split or combination.

(c)    In case the Company shall issue rights (other than rights issued pursuant to a shareholders’ rights plan or a dividend or distribution in Ordinary Shares as set forth in (a) above), options or warrants to all or substantially all holders of Ordinary Shares (directly or in the form of ADSs), other than an issuance as a result of a transaction for which appropriate adjustment has been made in accordance with Section 5.5, entitling them to purchase, for a period expiring within forty-five (45) calendar days of the date of issuance, Ordinary Shares (directly or in the form of ADSs) at a price per Ordinary Share less than the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance, the Conversion Rate shall be increased based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such issuance;
CR1	=	the Conversion Rate in effect on the Record Date for such issuance;
OS0	=	the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such issuance;
X	=	the total number of Ordinary Shares issuable (directly or in the form of ADSs) pursuant to such rights, options or warrants; and
Y	=	the number of Ordinary Shares equal to the quotient of (x) aggregate price payable to exercise such rights, options or warrants, divided by (y) the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the date of announcement of such issuance.

Any adjustment made pursuant to this Section 5.4(c) shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such issuance. If any rights, options or warrants described in this Section 5.4(c) are not so issued, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights, options or warrants, to the Conversion Rate that would then be in effect if such issuance had not been declared. To the extent that such rights, options or warrants are not exercised prior to their expiration or Ordinary Shares are otherwise not delivered pursuant to such rights, options or warrants upon the exercise of such rights, options or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Ordinary Shares actually delivered (directly or in the form of ADSs). In determining the aggregate price payable to exercise such rights, options and warrants, there shall be taken into account any consideration received by the Company for such rights, options or warrants and the value of such consideration (if other than cash, to be determined in good faith by the Board of Directors). For purposes of this Section 5.4(c), the number of Ordinary Shares outstanding at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such issuance shall not include Ordinary Shares held in treasury, if any. The Company shall not issue any such rights, options or warrants in respect of Ordinary Shares held in treasury, if any.

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(d)    In case the Company shall, by dividend or otherwise, distribute to all or substantially all holders of Ordinary Shares (directly or in the form of ADSs) any class of capital stock of the Company or evidences of its indebtedness or assets (including securities, but excluding (i) any dividends or distributions referred to in Section 5.4(a), (ii) any rights, options or warrants referred to in Section 5.4(c), (iii) any dividends or distributions of exclusively cash referred to in Section 5.4(e), (iv) any dividends or distributions as a result of a transaction for which appropriate adjustment has been made in accordance with Section 5.5, or (v) any Spin-Offs to which the provisions set forth below in this Section 5.4(d) applies) (any of such class of capital stock, evidences of indebtedness or assets, including those subject to any Spin-Off, the “Distributed Assets”), then, in each such case, the Conversion Rate shall be increased based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such distribution;
CR1	=	the Conversion Rate in effect on the Record Date for such distribution;
SP0	=	the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the Record Date for such distribution; and
FMV	=	the fair market value on the Record Date for such distribution of the Distributed Assets applicable to one (1) Ordinary Share, as determined in good faith by the Board of Directors.

In the event where there has been a payment of a dividend or other distribution on the Ordinary Shares (directly or in the form of ADSs) or shares of capital stock of any class or series, or similar equity interest, of or relating to a Subsidiary or other business unit of the Company (a “Spin-Off”) that are, or when issued, will be, traded, listed or admitted for trading or listing on the New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market or any other U.S. national securities exchange or market, then the Conversion Rate shall instead be increased based on the following formula:

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where

CR0	=	the Conversion Rate in effect immediately prior to the end of the Spin-Off Valuation Period (as defined below);
CR1	=	the Conversion Rate in effect immediately after the end of the Spin-Off Valuation Period;
FMV0	=	the average of the Closing Sale Prices of the Distributed Assets during the ten consecutive trading day period commencing on and including the effective date of the Spin-Off (the “Spin-Off Valuation Period”) applicable to one (1) Ordinary Share; and
MP0	=	the average of the Closing Sale Prices of Ordinary Shares during the Spin-Off Valuation Period.

In respect of any conversion during the Spin-Off Valuation Period, references in the portion of this Section 5.4(d) related to Spin-Offs to ten trading days shall be deemed to be replaced with such lesser number of trading days as have elapsed from, and including, the effective date of such Spin-Off to, and including, the Conversion Date in determining the Conversion Rate for such conversion.

Any adjustment made pursuant to this Section 5.4(d) shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such distribution, or, in the case of a Spin-Off, immediately after the end of the Spin-Off Valuation Period. If any dividend or distribution of the type described in this Section 5.4(d) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, in connection with any dividend or distribution referred to in this Section 5.4(d), the Holder may elect to receive, in lieu of the foregoing adjustments, in respect of each US$1,000 principal amount of the Note, at the same time and upon the same terms as holders of Ordinary Shares or ADSs receive the Distributed Assets, the amount and kind of Distributed Assets the Holder would have received if such holder had converted such principal amount of the Note into a number of ADSs at the Conversion Rate as in effect immediately prior to the Record Date for the distribution.

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Rights or warrants distributed by the Company to all holders of Ordinary Shares (whether direct or in the form of ADSs) entitling the holders thereof to subscribe for or purchase shares of the Company’s capital stock (either initially or under certain circumstances), which rights or warrants, until the occurrence of a specified event or events (“Trigger Event”): (i) are deemed to be transferred with such Ordinary Shares; (ii) are not exercisable; and (iii) are also issued in respect of future issuances of Ordinary Shares, shall be deemed not to have been distributed for purposes of this Section 5.4 (and no adjustment to the Conversion Rate under this Section 5.4 will be required) until the occurrence of the earliest Trigger Event, whereupon such rights and warrants shall be deemed to have been distributed and an appropriate adjustment (if any is required) to the Conversion Rate shall be made under this Section 5.4(d). If any such right or warrant, including any such existing rights or warrants distributed prior to the date of this Note, are subject to events, upon the occurrence of which such rights or warrants become exercisable to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such event shall be deemed to be the date of distribution and Record Date with respect to new rights or warrants with such rights. In addition, in the event of any distribution (or deemed distribution) of rights or warrants, or any Trigger Event or other event (of the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution amount for which an adjustment to the Conversion Rate under this Section 5.4 was made, (A) in the case of any such rights or warrants that shall all have been redeemed or repurchased without exercise by any holders thereof, the Conversion Rate shall be readjusted upon such final redemption or repurchase to give effect to such distribution or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or repurchase price received by a holder or holders of Ordinary Shares with respect to such rights or warrants (assuming such holder had retained such rights or warrants), made to all holders of Ordinary Shares as of the date of such redemption or repurchase and (B) in the case of such rights or warrants that shall have expired or been terminated without exercise by any holders thereof, the Conversion Rate shall be readjusted as if such rights and warrants had not been issued.

(e)    In case the Company shall pay a dividend or otherwise distribute to all or substantially all holders of its Ordinary Shares (direct or in the form of ADSs) a dividend or other distribution of exclusively cash, then the Conversion Rate shall be increased based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the trading day immediately preceding the Record Date for such dividend or distribution;
CR1	=	the Conversion Rate in effect on the Record Date for such dividend or distribution;
SP0	=	the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period ending on the trading day immediately preceding the Record Date for such dividend or distribution; and
DIV	=	the amount in cash per Ordinary Share the Company distributes to holders of its Ordinary Shares (direct or in the form of ADSs).

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Any adjustment made pursuant to this Section 5.4(e) shall become effective immediately prior to 9:00 a.m., New York City time, on the Record Date for such dividend or distribution. If any dividend or distribution of the type described in this Section 5.4(e) is declared but not so paid or made, the Conversion Rate shall be immediately readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

Notwithstanding the foregoing, in connection with any dividend or distribution referred to in this Section 5.4(e), the Holder may elect to receive, in lieu of the foregoing adjustments, in respect of each US$1,000 principal amount of the Note, at the same time and upon the same terms as holders of Ordinary Shares or ADSs receive such dividend or distribution, the amount of such dividend or distribution in cash the Holder would have received if the such holder had converted such principal amount of the Note into a number of ADSs at the Conversion Rate as in effect immediately prior to the Record Date for the distribution.

(f)    In case of purchases of the Ordinary Shares (directly or in the form of ADSs) pursuant to a tender offer or exchange offer made by the Company or any Subsidiary of the Company for all or any portion of the Ordinary Shares (directly or indirectly in the form of ADSs), to the extent that the amount of cash and the fair market value, as determined in good faith by the Board of Directors as of the Expiration Date, of any other consideration included in the payment per Ordinary Share (or equivalent payment per Ordinary Share represented by the ADSs) exceeds the average of the Closing Sale Prices of the Ordinary Shares during the ten (10) consecutive trading days commencing on the trading day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender offer or exchange offer (as it may be amended) (the “Expiration Date”), the Conversion Rate shall be increased based on the following formula:

where

CR0	=	the Conversion Rate in effect at 5:00 p.m., New York City time, on the 10th trading day immediately following the trading day next succeeding the Expiration Date;
CR1	=	the Conversion Rate in effect immediately after 5:00 p.m., New York City time, on the 10th trading day immediately following the trading day next succeeding the Expiration Date;
FMV	=	the aggregate amount of cash and fair market value (as determined in good faith by the Board of Directors as of the Expiration Date) of all other consideration, paid or payable for Ordinary Shares (directly or in the formof ADSs) validly tendered or exchanged and not validly withdrawn in such tender or exchange offer;
OS1	=	the number of Ordinary Shares outstanding immediately after the last time tenders or exchanges may be made pursuant to such tender offer or exchange offer (the “Expiration Time”), after giving effect to the purchase of all Ordinary Shares or ADSs, as the case may be, accepted for purchase or exchange in such tender or exchange offer;
OS0	=	the number of Ordinary Shares outstanding immediately before the Expiration Time; and
SP1	=	the average of the Closing Sale Prices of Ordinary Shares during the ten (10) consecutive trading day period commencing on the trading day next succeeding the Expiration Date.

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In respect of any conversion during such ten (10) consecutive trading day period, references in this Section 5.4(f) to such ten (10) trading day period shall be deemed to be replaced with such lesser number of trading days as have elapsed from, and including, the trading day next succeeding the Expiration Date in determining the Conversion Rate for such conversion.

Any adjustment made pursuant to this Section 5.4(f) shall become effective immediately after 5:00 p.m., New York City time, on the 10th trading day immediately following the trading day next succeeding the Expiration Date. If the Company, or one of its Subsidiaries, is obligated to purchase Ordinary Shares (directly or indirectly in the form of ADSs) pursuant to any such tender or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting all such purchases or all such purchases are rescinded, the Conversion Rate shall be readjusted to be the Conversion Rate that would then be in effect if such tender or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 5.4(f) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 5.4(f).

(g)    If and whenever the Company shall issue any Ordinary Shares or ADSs or issue or grant options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares or ADSs (other than any issuance pursuant to this Note, any other convertible note issued pursuant to the Purchase Agreement or the Other CBs, or upon the grant, vesting or exercise of any Permitted Equity Awards) (the “Relevant Securities”), in each case at a consideration per ADS (on an as-converted and as-exercised basis and, in the case of any issuance of Ordinary Shares, such issue price per Ordinary Share multiplied by the applicable number of Ordinary Shares then represented by each ADS) which is less than the Reference Price per ADS, the Conversion Rate shall be increased based on the following formula:

where:

CR₀ = the Conversion Rate in effect immediately prior to the date of issue of the Relevant Securities;

CR₁ = the Conversion Rate in effect as from the date of issue of the Relevant Securities;

A = the number of issued and outstanding Ordinary Shares immediately before the issue of the Relevant Securities;

B = the number of Ordinary Shares which the aggregate consideration receivable for the issue of the Relevant Securities would purchase at the price equal to (x) the Reference Price divided by (y) the applicable number of Ordinary Shares then represented by each ADS; and

C = the number of issued and outstanding Ordinary Shares immediately after the issue of the Relevant Securities;

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provided that references to the number of Ordinary Shares in the above formula shall include all the Ordinary Shares to be issued assuming that all options, warrants or other rights to purchase, subscribe, convert into, exercise or exchange for Ordinary Shares or ADSs are exercised in full at the initial exercise price on the date of issue of such options, warrants or other rights.

(h)    To the extent that the Company has a shareholder rights plan in effect upon any conversion of the Note, each ADS delivered upon such conversion shall be entitled to receive (either directly or in respect of the Ordinary Shares underlying such ADSs) the appropriate number of rights, if any, and the certificates representing the ADSs delivered upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion, the rights have separated from the Ordinary Shares or ADSs pursuant to the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company had made a distribution as provided in Section 5.4(d), subject to readjustment in the event of the expiration, termination or redemption of such rights.

(i)    In addition to those adjustments required by clauses (a)-(h) of this Section 5.4, and to the extent permitted by applicable law and subject to the applicable rules of the New York Stock Exchange and any other securities exchange on which any of the Company’s securities are then listed, the Company from time to time may increase the Conversion Rate by any amount for a period of at least twenty (20) Business Days if the Board of Directors determines that such increase would be in the Company’s best interest, and the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of the Ordinary Shares or the ADSs or rights to purchase Ordinary Shares or ADSs in connection with a dividend or distribution of Ordinary Shares or ADSs (or rights to acquire Ordinary Shares or ADSs) or similar event.

(j)    All calculations under this Article V shall be made in good faith by the Company in accordance with this Article V, and shall be made to the nearest cent or to the nearest one-ten thousandth (1/10,000) of an Ordinary Share, as the case may be. The Company shall certify to the Holder that all calculations are made in compliance with this Article V, and shall show the Holder in detail the facts upon which such calculations and adjustments were made.

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(k)    For purposes of this Section 5.4, the number of Ordinary Shares at any time outstanding shall not include Ordinary Shares held in the treasury of the Company but shall include Ordinary Shares issuable in respect of scrip certificates issued in lieu of fractions of Ordinary Shares. The Company shall not pay any dividend or make any distribution on Ordinary Shares held in the treasury of the Company.

(l)    Notwithstanding any of the foregoing clauses in this Section 5.4, the applicable Conversion Rate will not be adjusted pursuant to this Section 5.4, (i) if and to the extent that the Holder participates in the transaction that would otherwise give rise to adjustment pursuant to this Section 5.4 on an as-converted basis or (ii) solely by reason of the issuance or conversion of any other Note pursuant to the Purchase Agreement.

Section 5.5    Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares.

(a)    In the case of:

(i) any recapitalization, reclassification or change of the ADSs or Ordinary Shares (other than changes resulting from a subdivision or combination),

(ii) any consolidation, merger, combination or similar transaction involving the Company,

(iii) any sale, lease or other transfer to a third party of the consolidated assets of the Company and the Company’s Subsidiaries substantially as an entirety or

(iv) any statutory share exchange,

in each case, as a result of which the ADS or the Ordinary Shares would be converted into, or exchanged for, stock, other securities, other property or assets (including cash or any combination thereof) (any such event, a “Merger Event”), then, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing Person, as the case may be, shall execute an amendment to the Note providing that, at and after the effective time of such Merger Event, the right to convert each US$1,000 principal amount of the Note shall be changed into a right to convert such principal amount of Note into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of ADSs equal to the Conversion Rate immediately prior to such Merger Event would have owned or been entitled to receive (the “Reference Property,” with each “unit of Reference Property” meaning the kind and amount of Reference Property that a holder of one ADS is entitled to receive) upon such Merger Event; provided, however, that any ADSs that the Company would have been required to deliver upon conversion of the Note shall instead be deliverable in the amount and type of Reference Property that a holder of that number of ADSs would have been entitled to receive in such Merger Event.

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If the Merger Event causes the ADSs or Ordinary Shares to be converted into, or exchanged for, the right to receive more than a single type of consideration (determined based in part upon any form of holder election), then (i) the Reference Property into which the Note will be convertible shall be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of ADSs, and (ii) the unit of Reference Property for purposes of the immediately preceding paragraph shall refer to the consideration referred to in clause (i) attributable to one ADS. If the holders of the ADSs or Ordinary Shares receive only cash in such Merger Event, then for all conversions for which the relevant Conversion Date occurs after the effective date of such Merger Event the consideration due upon conversion of each US$1,000 principal amount of Notes shall be solely cash in an amount equal to the Conversion Rate in effect on the Conversion Date, multiplied by the price paid per ADS or Ordinary Share, as applicable, in such Merger Event.

Such amendment described in the second immediately preceding paragraph shall provide for anti-dilution and other adjustments that shall be as nearly equivalent as is practicable to the adjustments provided for in this Article V (it being understood that no such adjustments shall be required with respect to any portion of the Reference Property that does not consist of equity securities (however evidenced) or depositary receipts in respect thereof). If, in the case of any Merger Event, the Reference Property includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a Person other than the Company or the successor or purchasing Person, as the case may be, in such Merger Event, then such other Person shall also execute such amendment and such amendment shall contain such additional provisions to protect the interests of the Holder.

(b)    The Company shall not become a party to any Merger Event unless its terms are consistent with this Section 5.5. None of the foregoing provisions shall affect the right of the Holder to convert the Note pursuant to the terms of the Note.

(c)    The above provisions of this Section 5.5 shall similarly apply to successive Merger Events.

Section 5.6    Notices.

(a)    Immediately upon any adjustment of the Conversion Rate, the Company shall send written notice thereof to the Holder, setting forth in reasonable detail and certifying the calculation of such adjustment.

(b)    The Company shall send written notice to the Holder at least twenty (20) days prior to the date on which the Company closes its books or takes a record (i) with respect to any dividend or distribution upon Ordinary Shares (whether direct or in the form of ADSs), any subdivision, stock split, reverse stock split or combination, or any tender offer or exchange offer, (ii) with respect to any pro rata subscription offer to holders of Ordinary Shares (whether direct or in the form of ADSs) or (iii) for determining rights to vote with respect to any Fundamental Change, dissolution or liquidation.

(c)    The Company shall also give at least twenty (20) days’ prior written notice to the Holder of the date on which any dissolution or liquidation shall take place.

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ARTICLE VI

CERTAIN COVENANTS

Section 6.1    Additional Amounts.

(a)    All payments and deliveries made by, or on behalf of, the Company or any successor to the Company under or with respect the Note, including payments of principal, payments of interest, payments of any redemption or repurchase price, and payments of cash and/or deliveries of ADSs (together with payments of cash for any fractional ADS) upon conversion of the Note, shall be made free from any restriction or condition without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or within any jurisdiction in which the Company or any successor to the Company is, for tax purposes, organized or resident or doing business (each, as applicable, a “Relevant Taxing Jurisdiction”) or through which payment is made or deemed made (together with each Relevant Taxing Jurisdiction, a “Relevant Jurisdiction,” and in each case, any political subdivision or taxing authority thereof or therein), unless such withholding or deduction is required by law or by regulation or governmental policy having the force of law. In the event that any such withholding or deduction is so required, the Company or any successor to the Company shall pay to the Holder such additional amounts (“Additional Amounts”) as may be necessary to ensure that the net amount received by the Holder after such withholding or deduction (and after deducting any taxes on the Additional Amounts) will equal the amounts that would have been received by the Holder had no such withholding or deduction been required; provided that no Additional Amounts shall be payable for or on account of

(i)     any tax, duty, assessment or other governmental charge that would not have been imposed but for:

(1) the existence of any present or former connection between the Holder and the Relevant Jurisdiction, other than merely holding the Note or the receipt of payments thereunder, including the Holder or beneficial owner being or having been a national, domiciliary or resident of such Relevant Jurisdiction or treated as a resident thereof or being or having been physically present or engaged in a trade or business therein or having or having had a permanent establishment therein;

(2) the failure of the Holder to comply with a timely request from the Company or any successor of the Company, addressed to the Holder, to provide certification, information, documents or other evidence concerning the Holder’s or nationality, residence, identity or connection with the Relevant Jurisdiction, or to make any declaration or satisfy any other reporting requirement relating to such matters, if and to the extent that due and timely compliance with such request is required by statute, regulation or administrative practice of the Relevant Jurisdiction in order to reduce or eliminate any withholding or deduction as to which Additional Amounts would have otherwise been payable; or

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(3) the presentation of the Note (in cases in which presentation is required) for payment in the Relevant Jurisdiction, unless the Note could not have been presented for payment elsewhere;

(ii) any estate, inheritance, gift, sale, transfer, excise, personal property or similar tax, assessment or other governmental charge; or

(iii) any tax, duty, assessment or other governmental charge that is payable otherwise than by withholding, deducting or any collection at source from payments or deliveries under or with respect to the Note.

(b)    In addition to the foregoing, the Company will also pay and indemnify each holder and beneficial owner of the Note for any present or future stamp, issue, registration, value added, court or documentary taxes, or any other excise or property taxes, charges or similar levies or taxes (including penalties, interest and any other reasonable expenses related thereto) which are levied by any Relevant Jurisdiction (and in the case of enforcement, any jurisdiction) on the execution, delivery, registration or enforcement of any of the Notes or any document or instrument referred to herein.

(c)    If the Company or its successor is required to make any deduction or withholding from any payments or deliveries with respect to the Note, it shall deliver to the Holder official tax receipts evidencing the remittance to the relevant tax authorities of the amounts so withheld or deducted.

Section 6.2    Increase in Conversion Rate Upon a Make Whole Fundamental Change

(a)    The Company shall provide written notice to the Holder of any Make Whole Fundamental Change as promptly as practicable and in any event within ten (10) Business Days following the earlier of (i) the date of the announcement by the Company of the event giving rise to the Make Whole Fundamental Change and (ii) the effective date of such Make Whole Fundamental Change.

(b)    Upon the occurrence of a Make Whole Fundamental Change, the Conversion Rate will be adjusted to be the Make Whole Fundamental Change Premium with respect to any conversion requests made by the Holder from the earlier of (i) the date of the announcement by the Company of the event giving rise to the Make Whole Fundamental Change and (ii) the effective date of such Make Whole Fundamental Change, until twenty (20) Business Days after effective date of such Make Whole Fundamental Change.

(c)    Nothing in this Section 6.2 shall prevent an adjustment to the Conversion Rate pursuant to Section 5.4 or 5.5.

Section 6.3    Repurchase of the Note Upon a Fundamental Change.

(a)    Upon the occurrence of a Fundamental Change, the Holder shall have the right, at its option, to require the Company to repurchase for cash all or any portion of the Note at a repurchase price equal to 100% of the principal amount plus all accrued and unpaid interest, calculated to but excluding the date of repurchase, by delivering to the Company, by electronic mail, courier or any other method of delivery permitted under Section 12.3, a written notice (the “Fundamental Change Repurchase Notice”) and the Note for cancellation at any time prior to the twentieth (20th) Business Day following the effective date of the Fundamental Change.

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(b)    No later than ten (10) Business Days after the occurrence of the effective date of a Fundamental Change, the Company shall provide to the Holder a written notice specifying, among others: (i) the events causing the Fundamental Change; (ii) the effective date of the Fundamental Change; (iii) the last date on which the Holder may exercise the repurchase right pursuant to this Section 6.3; (iv) the then outstanding principal amount of the Note and the accrued and unpaid interest thereon; and (v) the then effective Conversion Rate and any adjustments to the Conversion Rate. No failure of the Company to give the foregoing notices and no defect therein shall limit the Holder’s repurchase rights or affect the validity of the proceedings for the repurchase of the Note pursuant to this Section 6.3.

(c)    The payment of the repurchase price contemplated by Section 6.3(a) shall be made by the Company to the Holder within ten (10) Business Days following the delivery of such Fundamental Change Repurchase Notice.

(d)    If the Fundamental Change giving rise to the repurchase obligation pursuant to this Section 6.3 is also a Make Whole Fundamental Change, then the Company will permit the Holder to present the Note for repurchase pursuant to this Section 6.3 for as long as the Note may also be converted at the Make Whole Fundamental Change Premium, as contemplated by Section 6.2.

Section 6.4    Certain ADS Matters.

(a)    The Company covenants that all ADSs delivered upon conversion of the Note, and all Ordinary Shares represented by such ADSs, will be fully paid and non-assessable by the Company and free from any Encumbrance, tax or charge.

(b)    The Company covenants that, if any ADSs to be provided for the purpose of conversion of the Note hereunder, or any Ordinary Shares represented by such ADSs, require registration with or approval of any governmental authority under any federal or state law before such ADSs may be validly issued upon conversion, the Company shall, to the extent then permitted by applicable laws, secure such registration or approval, as the case may be.

(c)    The Company further covenants that if at any time the ADSs shall be listed on any national securities exchange or automated quotation system the Company will list and keep listed, so long as the ADSs shall be so listed on such exchange or automated quotation system, any ADSs deliverable upon conversion of the Note.

(d)    The Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion of the Note into ADSs and the issuance, and deposit into the ADS facility, of the Ordinary Shares represented by such ADSs. The Company also undertakes to maintain, as long as the Note is outstanding, the effectiveness of a registration statement on Form F-6 relating to the ADSs and an adequate number of ADSs available for issuance thereunder such that ADSs can be delivered in accordance with the terms of the Note and the Deposit Agreement upon conversion of the Note. The Company further covenants to provide the Holder with a reasonably detailed description of the mechanics for the delivery of ADSs upon any conversion of this Note upon request and to reserve, free from preemptive rights, out of its authorized but unissued Ordinary Shares, a number of Ordinary Shares that is greater than or equal to the number of Ordinary Shares corresponding to the number of ADSs due upon full conversion of the Note from time to time.

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(e)    If the Ordinary Shares cease to be represented by ADSs issued under a depositary receipt program sponsored by the Company, all references in this Note to the ADSs shall be deemed to have been replaced by a reference to the number of Ordinary Shares (and other property, if any) represented by the ADSs on the last day on which the ADSs represented the Ordinary Shares and as if the Ordinary Shares and the other property had been distributed to holders of the ADSs on that day. In addition, all appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such change. In making such adjustments, where currency translations between U.S. dollars and any other currency are required, the exchange rate in effect on the date of determination will apply. The Company shall provide written notice to the Holder upon the occurrence of the foregoing.

Section 6.5    Resale of Conversion Securities.

(a)    The Company shall use its reasonable best efforts to assist the Holder in the sale or disposition of any Conversion Securities, if the Conversion Securities are covered by an effective registration statement under the Securities Act or if such person provides reasonable evidence to the effect that a sale, transfer or assignment of such Conversion Securities may be made without registration under the Securities Act or that such Conversion Securities are eligible for resale pursuant to Rule 144 under the Securities Act, and upon request of the Holder:

(i) promptly deliver applicable instruction letters to the Company’s transfer agent or the Depositary (as applicable) to remove restrictive legends to the extent permitted by applicable securities laws; and

(ii) with respect to ADSs listed or traded on any exchange or inter-dealer quotation system, promptly deliver instruction letters to the Company’s share registrar and depositary agent to convert any Ordinary Shares to depositary receipts or similar instruments, to cancel any depositary receipts or similar instruments in exchange for Ordinary Shares represented thereby, and/or to deposit any ADSs in the brokerage account(s) designated by the Holder.

Section 6.6    Repurchase at Holder’s Option. The Holder shall have the right, at its option, to require the Company to repurchase for cash all or part of the Note, on [●], being the third anniversary of the date of the issuance of the Note (the “Repurchase Date”), at a repurchase price equal to 100% of the principal amount of the Note then outstanding and to be repurchased plus all accrued and unpaid interest, calculated to but excluding the Repurchase Date. Such right shall be exercisable by the Holder by delivering a written notice of repurchase no later than ten (10) Business Days prior to the Repurchase Date.

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Section 6.7    Transfers of the Note.

(a)    The Holder or any subsequent holder of the Note may transfer all or a portion of the Note, in a single transaction or multiple transactions, to (i) any Person that is not engaged in the Related Business, (ii) any Financial Investor, or (iii) any existing owner of any Securities, so long as such transfer complies with applicable securities laws. For purposes of this Section 6.7(a), “Financial Investor” means any of the following:

(1) any bank, including any commercial bank or private bank;

(2) any financial institution, including any investment bank, non-banking financial company, core investment company, stock broker, merchant banker, insurance company, or other financial intermediary that is regulated by a financial services regulator in the relevant jurisdiction;

(3) any investment fund, including any mutual fund, venture capital fund, hedge fund, bond fund, balanced fund, private equity fund, sovereign wealth fund, pension fund, endowment fund, fund of funds, family office, or other pooled investment vehicle;

(4) any investment adviser or fund manager;

(5) any high net-worth individual engaged in financial investment, other than any founder, director or officer of any Person engaged in the Related Business; or

(6) any special purpose vehicle or investment company Controlled directly or indirectly by any of the above.

(b)    Any holder of the Note seeking to transfer all or a portion of the Note will deliver notice of such intended transfer to the Company. Subject to the provisions in Section 6.7(a), the Company will promptly take all action necessary to effect such transfer, including promptly issuing one or more new Notes to such transferees. Prior to presentation of this Note for registration of transfer, the Company shall treat the holder of the Note as the owner and holder of the Note for the purpose of receiving all payments of principal and interest hereon and for all other purposes whatsoever.

(c)    In the event that all or a portion of the Note has been transferred to multiple holders, references in the Note to the singular form of “Note” and “holder” shall instead refer to the plural form of such words, mutatis mutandis.

Section 6.8    Equity Incentive Plans. The Company covenants that it shall not issue or grant any options, restricted shares, restricted share units or other equity awards of the Company, except for Permitted Equity Awards.

Section 6.9    Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law that would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or that may affect the covenants or the performance of the Note; and the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such power as though no such Law had been enacted.

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Section 6.10    New Note Instruments. Upon request of the Holder for the Note to be broken down into a number of note instruments of smaller principal amounts, the Company shall issue additional note instruments of such smaller principal amounts within ten (10) Business Days; provided that the existing note instrument of this Note shall be returned to the Company for cancellation.

Section 6.11    Replacement of Note. Upon the loss, theft, destruction or mutilation of this Note (and in the case of loss, theft or destruction, of indemnity from the Holder reasonably acceptable to the Company, or in the case of mutilation, upon surrender and cancellation thereof), the Company shall within ten (10) Business Days execute and deliver to the Holder, in lieu thereof, a new Note, dated and bearing interest from the date hereof.

Section 6.12    PFIC Disclosure. The Company shall use its reasonable efforts to avoid the Company or any of its Subsidiaries being classified as a “passive foreign investment company” (a “PFIC”) within the meaning of section 1297 of the U.S. Internal Revenue Code of 1986, as amended, for the current and any future taxable year. Within seventy-five (75) days from the end of each taxable year of the Company, the Company shall determine whether the Company or any of its Subsidiaries was a PFIC in such taxable year. If the Company determines that the Company or, if applicable, any of its Subsidiaries was a PFIC in a taxable year (or if the U.S. Internal Revenue Service or the Holder informs the Company that it has so determined), the Company shall, within one hundred and five (105) days from the end of such taxable year, inform the Holder of such determination and shall provide or cause to be provided to the Holder upon request a complete and accurate “PFIC Annual Information Statement” as described in section 1.1295-1(g)(1) of the U.S. Treasury Regulations for the Company or the applicable Subsidiary of the Company.

ARTICLE VII

AMENDMENT AND WAIVER

The amendment, modification or supplement to any term of the Note shall be effected by a written instrument executed by the Holder and the Company. The observance of any provision in the Note may be waived only by the written consent of the party against whom such waiver is to be effective.

ARTICLE VIII

CANCELLATION

After the entire principal amount (including any accrued and unpaid interest) at any time owed on this Note has been paid in full or this Note has been converted in full to ADSs or other property in accordance with the terms of this Note, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

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ARTICLE IX

GOVERNING LAW AND DISPUTE RESOLUTION

Section 9.1    THIS NOTE AND ALL ISSUES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH HONG KONG LAWS (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW).

Section 9.2    Any dispute arising out of or relating to this Note, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules then in force. In the case of any Dispute, there shall be three arbitrators. The claimant(s) shall have the right to appoint one arbitrator, the respondent(s) shall have the right to appoint another arbitrator, and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. It shall not be incompatible with this arbitration agreement for any party to seek interim or conservatory relief from courts of competent jurisdiction before the constitution of the arbitral tribunal.

ARTICLE X

SENIORITY

This Note and the interest accrued under the Note are the senior obligations of the Company and will rank pari passu in right of payment with all other senior and unsubordinated obligations of the Company, including any other convertible note issued pursuant to the Purchase Agreement and the Other CBs.

ARTICLE XI

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.1    Company may Consolidate, Etc. on Certain Terms. Subject to the provisions of Section 11.2, the Company shall not consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:

(a)    the resulting, surviving or transferee person (the “Successor Company”), if not the Company, shall be a corporation organized and existing under the laws of the United States of America, any State thereof, the District of Columbia, the Cayman Islands, the British Virgin Islands, Bermuda or Hong Kong and the Successor Company (if not the Company) shall expressly assume, by amendment of the Note all of the obligations of the Company under the Note; and

(b)    immediately after giving effect to such transaction, no Event of Default or Default shall have occurred and be continuing.

For purposes of this Section 11.1, the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of the Company to another Person, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Company to another Person.

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Section 11.2    Successor Corporation to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease and upon the assumption by the Successor Company by amendment to the Note of the due and punctual payment of the principal of and accrued and unpaid interest on the Note, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Note and the due and punctual performance of all of the covenants and conditions of the Note to be performed by the Company, such Successor Company (if not the Company) shall succeed to and, except in the case of a lease of all or substantially all of the Company’s properties and assets, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part.

Section 11.3    Compliance. No consolidation, merger, sale, conveyance, transfer or lease shall be effective unless the Holder shall receive certificate executed by an executive officer of the Company that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article XI.

ARTICLE XII

MISCELLANEOUS

Section 12.1    Provisions Binding on Company’s Successors. All the covenants, stipulations, promises and agreements of the Company contained in the Note shall bind its successors and assigns whether so expressed or not.

Section 12.2    Official Acts by Successor Company. Any act or proceeding by any provision of the Note authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity that shall at the time be the lawful sole successor of the Company.

Section 12.3    Notices. All notices and other communications given under this Note shall be in writing and shall be deemed to have been duly given: (a) upon receipt, when delivered personally; (b) one Business Day after deposit with an internationally recognized overnight courier service; or (c) when sent by confirmed electronic mail if sent during normal business hours of the recipient, or if not, then on the next Business Day, in each case properly addressed to the party to receive the same. The addresses of the parties for such communications are:

If to the Company:

Puxin Limited

5/F, Building 4, Dingjun Building

75 Suzhou Street, Haidian District

Beijing 100080

People’s Republic of China

E-mail: wangpeng6@pxjy.com

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Attn: Mr. Peng Wang

If to the Holder:

[PAG Entity]

Address: 33/F, Three Pacific Place,

1 Queen’s Road East, Hong Kong

Email: jlewis@pagasia.com

Attention: Jon Lewis

with a copy (which shall not constitute notice) to:

Fenwick & West LLP

Address: Unit 908, Kerry Parkside Office

No. 1155 Fang Dian Road

Pudong, Shanghai 201204, China

Email: niping.wu@fenwick.com

Attention: Niping Wu

A party may change or supplement the addresses given above by giving the other party written notice thereof in the manner set forth above.

Section 12.4    Delays or Omissions. No delay or failure by any party to insist on the strict performance of any provision of the Note, or to exercise any power, right or remedy, will be deemed a waiver or impairment of such performance, power, right or remedy or of any other provision of the Note, nor shall it be construed to be a waiver of any breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring

Section 12.5    Interpretation. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of the Note, no presumption or burden of proof or persuasion will be implied because the Note was prepared by or at the request of any party or its counsel.

Section 12.6    Rules of Construction. The headings contained in this Note are for reference purposes only and do not affect in any way the meaning or interpretation of this Note. In this Note, except as otherwise provided, (i) the terms “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation; (ii) where a reference is made herein to an Article, Section, Exhibit or Schedule, such reference is to an Article, Section, Exhibit or Schedule of this Note; (iii) the words “hereof,” “herein” and “hereunder” and words of similar import refer to this Note as a whole; (iv) any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders; (v) references to a Person are also to its successors and permitted assigns; and (vi) references to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has executed and delivered this Note on the date first written above.

PUXIN LIMITED
By:
	Name:
	Title:

[Signature Page to Convertible Promissory Note]

EXHIBIT B

FORM OF REGISTRATION RIGHTS AGREEMENT

B - 1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among PUXIN LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and the investor listed on the signature page hereto (the “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchaser and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Holders” and individually each as a “Holder”.

WHEREAS, the Company and the Purchaser are parties to the Convertible Note Purchase Agreement, dated as of [●], 2021 (as amended from time to time, the “Purchase Agreement”), pursuant to which the Company is selling to the Purchaser, and the Purchaser is purchasing from the Company, an aggregate of $20,000,000 Convertible Notes (including any convertible note(s) issued in replacement thereof or in exchange therefor, the “Convertible Notes”), which are convertible into American Depositary Shares of the Company (“ADSs”) each representing two Ordinary Shares.

WHEREAS, as a condition to the obligations of the Purchaser under the Purchase Agreement, the Company and the Purchaser are entering into this Agreement for the purpose of granting certain registration and other rights to the Holders.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I

REGISTRATION RIGHTS

Section 1.1    Demand Registration.

(a)    Request by Holders.(b) If the Company shall receive a written request from the Purchaser or any other Holder (or any of its successors, permitted assigns or transferees, each, an “Initiating Holder”) that the Company file a registration statement under the Securities Act (other than on Form F-3 or Form S-3) covering the registration of all or a portion of the Registrable Securities of such requesting Initiating Holder with an aggregate public offering price covering the amount requested of at least $10,000,000 pursuant to this Section 1.1, then the Company shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (the “Request Notice”) to all the Holders, and use its reasonably best efforts to effect, as soon as practicable, the registration under the Securities Act of all the Registrable Securities that the Holders request to be registered and included in such registration (including the Initiating Holder(s)) by written notice given by such Holders to the Company within ten (10) Business Days after receipt of the Request Notice.

(b)    Underwritten Offering. If any Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwritten offering, then it shall so advise the Company as a part of its request made pursuant to this Section 1.1 and the Company shall include such information in the Request Notice. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holder(s) and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 1.1, if the underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwritten offering shall be reduced as required by the underwriter(s) and allocated among the Holders on a pro rata basis according to the number of Registrable Securities then outstanding held by each Holder requesting registration (including the Initiating Holder(s)); provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities are first entirely excluded from the underwriting and registration including, without limitation, all shares that are not Registrable Securities and are held by any other Person who is not a Holder, including, without limitation, any Person who is an employee, officer or director of the Company or any Subsidiary of the Company; provided further, that, in any event, at least fifty percent (50%) of shares of Registrable Securities requested by the Holders to be included in such underwriting and registration shall be so included. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.

(c)    Maximum Number of Demand Registrations. The Company shall not be obligated to effect more than three (3) such demand registration requested by each Initiating Holder pursuant to this Section 1.1; provided that if the sale of all of the Registrable Securities sought to be included in a registration statement pursuant to this Section 1.1 is not consummated for any reason other than due to the action or inaction of the Holders including Registrable Securities in such registration statement, such registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 1.1.

(d)    Deferral. Notwithstanding the foregoing, if the Company shall furnish to the Holders requesting registration pursuant to this Section 1.1, a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for a registration statement to be filed at such time, then the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holder(s); provided, however, that the Company may not utilize this right more than once in any twelve (12) month period; provided further, that the Company shall not register any other of its Ordinary Shares during such deferral period. A demand right shall not be deemed to have been exercised until such deferred registration shall have been effected.

Section 1.2    Piggyback Registration.

(a)    Participation. Subject to the terms of this Agreement, if the Company proposes to register for its own account any of its equity securities in connection with a public offering of such securities, or if any registration of equity securities is requested by other current or future investors of the Company, the Company shall notify all the Holders of the Registrable Securities in writing at least thirty (30) Business Days prior to filing any registration statement under the Securities Act for purposes of effecting a public offering of securities of the Company (including, but not limited to, registration statements relating to any primary or secondary offering of securities of the Company, but excluding registration statements relating to any registration under Section 1.1 or Section 1.3 of this Agreement or to any employee benefit plan or a corporate reorganization), and shall afford each such Holder an opportunity to include in such registration statement all or any part of the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall within ten (10) Business Days after receipt of the above described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company or any subsequent investors, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. No shareholder of the Company shall hereafter be granted piggyback registration rights that are superior to those of the Holders without prior written consent of Holders who hold or would upon conversion of the Convertible Notes hold Registrable Securities representing at least sixty percent (60%) of the number of shares of Registrable Securities then outstanding.

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(b)    Underwritten offering. If a registration statement under which the Company gives notice under this Section 1.2 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any such Holder’s Registrable Securities to be included in a registration pursuant to this Section 1.2 shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement but subject to Section 5.2, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares from the registration and the underwritten offering, and the number of shares that may be included in the registration and the underwritten offering shall be allocated, first, to the Company, second, to each holder of Registrable Securities requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and third, to holders of other securities of the Company; provided, however, that the right of the underwriter(s) to exclude Ordinary Shares (including the Registrable Securities) from the registration and underwritten offering as described above shall be restricted so that (i) the number of the Registrable Securities included in any such registration is not reduced below thirty percent (30%) of the aggregate number of Ordinary Shares of the Registrable Securities, on a pro rata basis, for which inclusion has been requested; and (ii) all Ordinary Shares that are not Registrable Securities and are held by any other Person, including, without limitation, any Person who is an employee, officer or director of the Company (or any Subsidiary of the Company) shall first be excluded from such registration and underwritten offering before any Registrable Securities are so excluded. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be excluded and withdrawn from the registration.

(c)    Not Demand Registration. Registration pursuant to this Section 1.2 shall not be deemed to be a demand registration as described in Section 1.1 above. There shall be no limit on the number of times Holders may request registration of Registrable Securities under this Section 1.2.

Section 1.3    Form F-3 or Form S-3 Registration.

(a)    Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file, as soon as reasonably practicable after the Company’s Form 20-F for the year ended December 31, 2021 is filed, a registration statement covering the sale or distribution from time to time by the Holders, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form F-3 or Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form F-3 or Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement”) and shall use its commercially reasonable efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof (it being agreed that the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is then available to the Company).

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(b)    Effectiveness Period. Once declared effective, the Company shall, subject to the other applicable provisions of this Agreement, use its commercially reasonable efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

(c)    Subsequent Shelf Registration Statement. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement (a “Subsequent Shelf Registration Statement”) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act registering the resale from time to time by the holders thereof of all securities that are Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (a) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company) and (b) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form F-3 or Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders.

(d)    Supplements and Amendments. The Company shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement.

(e)    Subsequent Holder Notice. If a Person entitled to the benefits of this Agreement becomes a holder of Registrable Securities after a Shelf Registration Statement becomes effective under the Securities Act, the Company shall, as promptly as is reasonably practicable following delivery of written notice to the Company of such Person becoming a holder of Registrable Securities and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement (a “Subsequent Holder Notice”):

(i)    if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such holder of Registrable Securities is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such holder of Registrable Securities to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law; provided, however, that the Company shall not be required to file more than one (1) post-effective amendment or a supplement to the related prospectus for such purpose in any 30-day period;

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(ii)    if, pursuant to Section 1.3(e)(i), the Company shall have filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable; and

(iii)    notify such holder of Registrable Securities as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1.3(e)(i).

(f)    Underwritten offering.

(i)    The Holders may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Company specifying that the sale of some or all of the Registrable Securities subject to the Shelf Registration Statement, is intended to be conducted through an underwritten offering; provided, however, that the Holders of Registrable Securities may not, without the Company’s prior written consent, (i) launch an underwritten offering the anticipated gross proceeds of which shall be less than $30.0 million (unless such holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than one (1) underwritten offering at the request of such holders within any twelve (12) month-period.

(ii)    In the event of an underwritten offering, the Holders shall select the managing underwriter(s) to administer the underwritten offering; provided that the choice of such managing underwriter(s) shall be subject to the consent of the Company, which is not to be unreasonably withheld. The Company, the holders of Registrable Securities and holders of any other securities of the Company participating in an underwritten offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering.

(iii)    The Company will not include in any underwritten offering pursuant to this Section 1.3(f) any securities that are not Registrable Securities without the prior written consent of the Holders. If the managing underwriter or underwriters advise the Company and the Holders in writing that in its or their good faith opinion the number of Registrable Securities (and, if permitted hereunder, other securities requested to be included in such offering) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Company will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders that have requested to participate in such underwritten offering, allocated pro rata among such Holders on the basis of the respective percentages of the Registrable Securities requested to be included in such offering by such Holders, and (ii) second, any other securities of the Company that have been requested to be so included. The Company shall use its commercially reasonable efforts to cooperate in a timely manner with any request of the Holders in respect of any underwritten block trade.

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(g)    Take-Down Notice. Subject to the other applicable provisions of this Agreement, at any time that any Form F-3 or Form S-3 registration statement is effective, if any Holder delivers a notice to the Company stating its intention to effect a sale or distribution of all or part of its Registrable Securities on any Form F-3 or Form S-3 registration statement (a “Shelf Offering”) and stating the number of the Registrable Securities to be included in such Shelf Offering, then the Company shall amend, subject to the other applicable provisions of this Agreement, or supplement the Form F-3 or Form S-3 registration statement as may be necessary, in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering, including pursuant to an underwritten offering.

(h)    Not Demand Registration. Form F-3 or Form S-3 registrations shall not be deemed to be demand registrations as described in Section 1.1 above. Except as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of the Registrable Securities under this Section 1.3.

ARTICLE II

ADDITIONAL PROVISIONS REGARDING REGISTRATION RIGHTS

Section 2.1    Expenses. All Registration Expenses incurred in connection with any registration pursuant to Section 1.1, Section 1.2 or Section 1.3 (but excluding the Selling Expenses) shall be borne by the Company. Each Holder participating in a registration pursuant to Section 1.1, Section 1.2 or Section 1.3 shall bear such Holder’s proportionate share (based on the total number of shares sold in such registration other than for the account of the Company) of all the Selling Expenses, in connection with such offering by the Holders.

Section 2.2    Obligation of the Company. Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:

(a)    Registration Statement. Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, and keep such registration statement effective for a period of up to ninety (90) days or, in the case of the Registrable Securities registered under Form F-3 or Form S-3 in accordance with Rule 415 under the Securities Act or a successor rule, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such ninety (90) day period shall be extended for a period of time equal to the period any Holder refrains from selling any securities included in such registration at the request of the underwriter(s), and (ii) in the case of any registration of the Registrable Securities which are intended to be offered on a continuous or delayed basis, such ninety (90) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold.

(b)    Amendments and Supplements. Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement.

(c)    Prospectuses. Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration.

(d)    Blue Sky. Use its reasonable best efforts to register and qualify the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the Securities Act.

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(e)    Underwriting. In the event of any underwritten public offering, participate in standard due diligence exercises and enter into and perform its obligations under an underwriting agreement in usual and customary form, in each case with the managing underwriter(s) of such offering.

(f)    Notification. Notify each holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of (i) the issuance of any stop order by the SEC in respect of such registration statement, or (ii) the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g)    Opinion and Comfort Letter. Furnish, at the request of any Holder requesting registration of the Registrable Securities, on the date that such Registrable Securities are delivered to the underwriter(s) for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion and a “negative assurance letter”, each dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) “comfort” letters dated as of (x) the effective date of the registration statement covering such Registrable Securities and (y) the closing date of the offering, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

(h)    Compliance. Comply with all applicable rules and regulations of the SEC, and make available to the Company’s security holders, as soon as reasonably practicable but no later than fifteen (15) months after the effective date of the registration statement, an earnings statement covering a period of twelve (12) months beginning after the effective date of the registration statement, in a manner which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(i)    Listing. Cause all such Registrable Securities (in the form of ADSs or otherwise) to be listed on each securities exchange on which similar securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied.

(j)    FINRA. Cooperate with the Holders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including the use of commercially reasonable efforts to obtain FINRA’s pre-clearance or pre-approval of the registration statement and applicable prospectus upon filing with the SEC.

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(k)    Updates. Keep Holders’ counsel advised in writing as to the initiation and progress of any registration under Section 1.1, Section 1.2 or Section 1.3 of this Agreement.

(l)    Cooperation. Cooperate with each seller of Registrable Securities and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made.

(m)    Marketing Efforts. In connection with an underwritten offering, cause its officers to use their commercially reasonable efforts to support the marketing of the Registrable Securities covered by such offering (including participation in “roadshows” or other similar marketing efforts).

(n)    Other Reasonable Steps. Take all other steps reasonably necessary to effect the registration of the Registrable Securities contemplated hereby.

Section 2.3    Other Obligations of the Company. So long as any Registrable Securities remain outstanding, the Company shall not terminate the Deposit Agreement and shall, if necessary, direct the Depositary to file, and cooperate with the Depositary in filing, amendments to the Form F-6 registering ADSs to increase the amount of ADSs registered thereunder to cover the total number of ADSs corresponding to the Registrable Securities then outstanding.

Section 2.4    Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 1.1, Section 1.2 or Section 1.3 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them and the intended method of disposition of such securities as shall be required to timely effect the registration of their Registrable Securities.

Section 2.5    Rule 144 Reporting. With a view to making available the benefits of Rule 144 to the Holders, the Company agrees that, for so long as a Holder owns Registrable Securities, the Company will use its commercially reasonable efforts to:

(a)    make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times

(b)    file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); and

(c)    so long as a Holder owns any Registrable Securities, to furnish to such Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, or its qualification as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to Form F-3 or Form S-3.

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Section 2.6    Re-sale Rights. The Company shall at its own cost use its reasonable best efforts to assist each Holder in the sale or disposition of, and to enable the Holder to sell under Rule 144 promulgated under the Securities Act, the maximum number of, its Registrable Securities, including without limitation (a) the prompt delivery of applicable instruction letters to the Company’s transfer agent to remove legends from the Holder’s share certificates, (b) if legal opinions from the Company’s counsel are specifically required by the transfer agent, causing the prompt delivery of such legal opinions in forms reasonably satisfactory to the transfer agent, (c) (i) the prompt delivery of instruction letters to the Company’s share registrar and depositary agent to convert the Holder’s securities into depositary receipts or similar instruments to be deposited in the Holder’s brokerage account(s), and (ii) the prompt payment of all costs and fees related to such depositary facility, including maintenance fees and conversion fees for Registrable Securities held by the. The Company acknowledges that time is of the essence with respect to its obligations under this Section 2.6, and that any delay will cause the Holders irreparable harm and constitutes a material breach of its obligations under this Agreement.

ARTICLE III

INDEMNIFICATION

Section 3.1    Indemnification by Company. To the extent permitted by applicable law, the Company will, with respect to any Registrable Securities covered by a registration statement or prospectus, or as to which registration, qualification or compliance under applicable “blue sky” laws has been effected pursuant to this Agreement, indemnify and hold harmless each Holder, each Holder’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each Person controlling such Holder within the meaning of Section 15 of the Securities Act and such Person’s officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, and each underwriter (as defined in the Securities Act) thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Company Indemnified Parties”), from and against any and all expenses, claims, losses, damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, or “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act), in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, any other applicable securities laws or any rules or regulations thereunder applicable to the Company and (without limiting the preceding portions of this Section 3.1), the Company will reimburse each of the Company Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed), nor shall the Company be liable to a Holder in any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state or federal law (including any claim arising out of or based on any untrue statement or alleged untrue statement or omission or alleged omission in the registration statement or prospectus) which occurs in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives expressly for use in connection with such registration by or on behalf of any Holder.

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Section 3.2    Indemnification by Holders. To the extent permitted by applicable law, each Holder will, if Registrable Securities held by such Holder are included in the securities as to which registration or qualification or compliance under applicable “blue sky” laws is being effected, indemnify, severally and not jointly with any other holders of Registrable Securities, the Company, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees, each Person who controls the Company within the meaning of Section 15 of the Securities Act (collectively, the “Holder Indemnified Parties”), against all Losses (or actions in respect thereof) to the extent arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus, offering circular, “issuer free writing prospectus” or other document, in each case related to such registration statement, or any amendment or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse each of the Holder Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.2, settling any such Losses or action, as such expenses are incurred, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular, “issuer free writing prospectus” or other document in reliance upon and in conformity with written information regarding such Holder furnished to the Company by such Holder or its authorized representatives and stated to be specifically for use therein; provided, however, that, except for liability for fraud or willful misrepresentation, in no event shall any indemnity under this Section 3.2 payable by the Holder exceed an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement. The indemnity agreement contained in this Section 3.2 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the prior written consent of the applicable Holder (which consent shall not be unreasonably withheld or delayed).

Section 3.3    Notification. If any Person shall be entitled to indemnification under this ARTICLE III (each, an “Indemnified Party”), such Indemnified Party shall give prompt written notice to the party required to provide indemnification (each, an “Indemnifying Party”) of any claim or of the commencement of any proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or litigation, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the Indemnifying Party shall have failed within a reasonable period of time to assume such defense and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such delay. The failure of any Indemnified Party to give notice as provided herein shall relieve an Indemnifying Party of its obligations under this ARTICLE III only to the extent that the failure to give such notice is materially prejudicial or harmful to such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this ARTICLE III shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this ARTICLE III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

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Section 3.4    Contribution. If the indemnification provided for in this ARTICLE III is held by a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any Losses or action referred to therein, then, subject to the limitations contained in this ARTICLE III, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses or action in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other, in connection with the actions, statements or omissions that resulted in such Losses or action, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by such Indemnifying Party or such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 3.4 was determined solely upon pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding sentence of this Section 3.4. Notwithstanding the foregoing, the amount each Holder will be obligated to contribute pursuant to this Section 3.4 will be limited to an amount equal to the net proceeds received by such Holder in respect of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE IV

TRANSFER AND TERMINATION OF REGISTRATION RIGHTS

Section 4.1    Transfer of Registration Rights. Any rights of a Holder under this Agreement, including any right to cause the Company to register securities granted to a Holder under this Agreement, may be transferred or assigned by such Holder to another Person without the consent of any other Person in connection with a transfer of any Registrable Securities to such Person in a Transfer permitted by the Purchase Agreement and the terms of the Convertible Notes; provided, however, that (i) prior written notice of such assignment of rights is given to the Company and (ii) such Holder agrees in writing to be bound by, and subject to, this Agreement pursuant to a joinder agreement in the form attached hereto as Exhibit B.

Section 4.2    Termination of Registration Rights. The rights of any particular Holder to cause the Company to register securities under ARTICLE I shall terminate with respect to such Holder upon the earlier of (i) the termination, liquidation, dissolution of the Company, or (ii) when such Holder no longer holds any Registrable Securities; provided, however, that such rights shall not terminate before the first anniversary of the date hereof.

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ARTICLE V

MISCELLANEOUS

Section 5.1    Amendments and Waivers. Subject to compliance with applicable law, this Agreement may be amended or supplemented in any and all respects by written agreement of the Company and the Purchaser or if the Purchaser is no longer a Holder, by Holders holding a majority of the Registrable Securities.

Section 5.2    No Registration Rights to Third Parties. Without the prior written consent of the Holders of at least sixty percent (60%) of the number of Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any Person any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 or Form S-3 registration rights described in this Agreement, or otherwise) relating to any securities of the Company which are senior to those granted to the holders of Registrable Securities. In any event, if the Company grants to any holder of the Company’s security any registration right of any nature that are superior to the Holders, as determined in good faith by the Board, the Company shall grant such superior registration right to the Holders as well.

Section 5.3    Extension of Time, Waiver, Etc. The parties hereto may, subject to applicable law, (a) extend the time for the performance of any of the obligations or acts of the other party or (b) waive compliance by the other party with any of the agreements contained herein applicable to such party or, except as otherwise provided herein, waive any of such party’s conditions. Notwithstanding the foregoing, no failure or delay by the parties hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 5.4    Assignment. Except as provided in Section 4.1, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto.

Section 5.5    Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail), each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties hereto.

Section 5.6    Entire Agreement; No Third Party Beneficiary. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder.

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Section 5.7    Governing Law; Jurisdiction.

(a)    This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed entirely within that State, regardless of the laws that might otherwise govern under any applicable conflict of laws principles.

(b)    Any disputes, actions and proceedings against any party hereto or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 5.7(b) (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties hereto irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(c)    Each of the parties hereto irrevocably consents to service of process in the manner provided for notices in Section 5.9. Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by law.

Section 5.8    Specific Enforcement. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to enforce specifically the terms and provisions hereof in the courts described in Section 5.7 without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of this Agreement and without that right, neither the Company nor the Purchaser would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at law. The parties hereto acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.8 shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 5.9    Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile (which is confirmed), emailed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

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(a)    If to the Company, to it at:

Puxin Limited

5/F, building 4, Dingjun building

75 Suzhou Street, Haidian District

Beijing 100080

People’s Republic of China

E-mail: wangpeng6@pxjy.com

Attn: Mr. Peng Wang

(b)    If to the Holders at:

[PAG Entity]

Address:    33/F, Three Pacific Place,

      1 Queen’s Road East, Hong Kong

Email:        jlewis@pagasia.com

Attention:  Jon Lewis

with a copy (which shall not constitute notice) to:

Fenwick & West LLP

Address:     Unit 908, Kerry Parkside Office

            No. 1155 Fang Dian Road

                   Pudong, Shanghai 201204, China

Email:        niping.wu@fenwick.com

Attention:  Niping Wu

or such other address, email address or facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.10    Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law.

Section 5.11    Expenses. Except as provided in Section 2.1, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

COMPANY:
PUXIN LIMITED
By:
	Name:
	Title:
PURCHASER:
[PAG Entity]
By:
	Name:
	Title:

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EXHIBIT A

DEFINED TERMS

1.    The following capitalized terms have the meanings indicated:

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by law to be closed.

“Ordinary Shares” mean the ordinary shares of the Company, with a par value of $0.00005 each.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Form F-3” or “Form S-3” means such respective form of registration statement under the Securities Act (including Form S-3 or Form F-3, as appropriate) or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a governmental authority.

“register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement or the automatic effectiveness of such registration statement, as applicable.

“Registration Expenses” means all expenses incurred by the Company in complying with Section 1.1, Section 1.2 and Section 1.3 hereof, including, without limitation, (i) SEC, stock exchange and FINRA registration and filing fees, (ii) all fees and expenses incurred in complying with securities or “blue sky” laws (including reasonable fees, charges and disbursements of counsel to any underwriter incurred in connection with “blue sky” qualifications of the Registrable Securities as may be set forth in any underwriting agreement), (iii) all printing, messenger and delivery expenses, (iv) the fees, charges and expenses of counsel to the Company and of its independent public accountants and any other accounting fees, charges and expenses incurred by the Company (including any expenses arising from any “cold comfort” letters or any special audits incident to or required by any registration or qualification), and (v) any liability insurance or other premiums for insurance obtained in connection with Section 1.1, Section 1.2 and Section 1.3 hereof, regardless of whether any registration statement is declared effective.

“registration statements” means, as the context requires, a Form F-3 or S-3 or a registration statement on Form F-1 or S-1 under the Securities Act (or any successor registration form under the Securities Act subsequently adopted by the SEC available to an issuer if a Form F-3 or S-3 is not available to such issuer).

A-1

“Registrable Securities” means, as of any date of determination, any Ordinary Shares owned by any Holder, including Ordinary Shares issued or issuable upon the conversion of the Convertible Notes, and Ordinary Shares issued or issuable in respect of such Ordinary Shares upon any share split, share dividend, share combination or consolidation, recapitalization, reclassification or other similar event in relation to the Ordinary Shares (including, in each case, as long as the ADSs remain listed on a national recognized securities market, Ordinary Shares in the form of ADSs (it being understood that while any offers and sales made under a registration statement contemplated by this Agreement will be of ADSs, the securities to be registered by any such registration statement under the Securities Act are Ordinary Shares, and the ADSs are registered under a separate Form F-6)). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) such securities are sold or otherwise transferred pursuant to an effective registration statement under the Securities Act, (ii) such securities shall have ceased to be outstanding, (iii) such securities have been transferred in a transaction in which the Holder’s rights under this Agreement are not assigned to the transferee of the securities, (iv) such securities are sold in a broker’s transaction under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (v) the stock certificates or evidences of book-entry registration relating to such securities have had all restrictive legends removed.

“number of shares of Registrable Securities then outstanding” means the number of Ordinary Shares that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of the Convertible Notes then outstanding.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor provision.

“Rule 462(e)” means Rule 462(e) promulgated under the Securities Act and any successor provision.

“Selling Expenses” means all underwriting discounts and commissions payable to underwriters applicable to the sale of Registrable Securities pursuant to Section 1.1, Section 1.2 or Section 1.3 hereof.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Shelf Registration Statement” means the Resale Shelf Registration Statement or a Subsequent Shelf Registration Statement, as applicable.

A-2

2.    The following terms are defined in the Sections of the Agreement indicated:

INDEX OF TERMS

Term	Section
ADS	Recitals
Agreement	Preamble
Arbitrator	Section 5.7(b)
Company	Preamble
Company Indemnified Parties	Section 3.1
Convertible Notes	Recitals
Effectiveness Period	Section 1.4(b)
HKIAC	Section 5.7(b)
Holder	Preamble
Holder Indemnified Parties	Section 3.2
Indemnified Party	Section 3.3
Indemnifying Party	Section 3.3
Initiating Holder	Section 1.1(a)
Losses	Section 3.1
Purchase Agreement	Recitals
Purchaser	Preamble
Request Notice	Section 1.2(a)
Resale Shelf Registration Statement	Section 1.3(a)
Rules	Section 5.7(b)
Shelf Offering	Section 1.3(g)
Subsequent Holder Notice	Section 1.3(e)
Subsequent Shelf Registration Statement	Section 1.3(c)

A-3

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

JOINDER

The undersigned is executing and delivering this Joinder pursuant to the Registration Rights Agreement dated as of [●], 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among PUXIN LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and [●], among others. Capitalized terms used herein but not defined shall have the meanings given to them in the Registration Rights Agreement.

By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Registration Rights Agreement as a holder of Registrable Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement.

Accordingly, the undersigned has executed and delivered this Joinder as of the          day of                 ,         .

Signature of Shareholder

Print Name of Shareholder

Address:

Agreed and Accepted as of

PUXIN LIMITED

By:

Its:

B-1

EX-8.1

Exhibit 8.1

List of Subsidiaries and Consolidated Variable Interest Entity of Puxin Limited

Subsidiaries	Jurisdication of Incorporation	Direct Parent Company of the Subsidiary and its Jurisdiction of Incorporation
Prepshine Holdings Co., Limited	Hong Kong	Puxin Limited (Cayman Islands)
Beijing Global Education & Technology Co., Ltd.	PRC	Prepshine Holdings Co., Limited (Hong Kong)
Purong (Beijing) Information Technology Co., Ltd.	PRC	Prepshine Holdings Co., Limited (Hong Kong)
Consolidated Variable Interest Entity
Puxin Education Technology Group Co., Ltd.*	PRC

* Puxin Education Technology Group Co., Ltd. had the following subsidiaries as of December 31, 2020, all of which are formed and operate in the PRC: (1) 138 schools which principally provide K-12 tutoring services, (2) 63 schools which principally provide study-abroad tutoring services, and (3) 59 subsidiaries acting as holding company or sponsor of training institutions that are private non-enterprise entities. Puxin Education Technology Group Co., Ltd. Wholly owned 259 subsidiaries and owned a majority equity interest of the remaining one subsidiary.

EX-12.1

Exhibit 12.1

Certification by the Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Yunlong Sha, certify that:

1. I have reviewed this annual report on Form 20-F of Puxin Limited (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:	April 30, 2021
By:	/s/ Yunlong Sha
Name:	Yunlong Sha
Title:	Chief Executive Officer and Chairman

EX-12.2

Exhibit 12.2

Certification by the Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Peng Wang, certify that:

1. I have reviewed this annual report on Form 20-F of Puxin Limited (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date:	April 30, 2021
By:	/s/ Peng Wang
Name:	Peng Wang
Title:	Chief Financial Officer

EX-13.1

Exhibit 13.1

Certification by the Principal Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of Puxin Limited (the “Company”) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yunlong Sha, Chief Executive Officer and Chairman of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2021

By:	/s/ Yunlong Sha
Name:	Yunlong Sha
Title:	Chief Executive Officer and Chairman

EX-13.2

Exhibit 13.2

Certification by the Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of Puxin Limited (the “Company”) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peng Wang, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: April 30, 2021

By:	/s/ Peng Wang
Name:	Peng Wang
Title:	Chief Financial Officer

EX-15.1

Exhibit 15.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-231115 and 333-226862 on Form S-8 of our report dated April 30, 2021, relating to the financial statements of Puxin Limited appearing in this Annual Report on Form 20-F for the year ended December 31, 2020.

/s/Deloitte Touche Tohmatsu Certified Public Accountants LLP

Beijing, the People’s Republic of China

April 30, 2021

EX-15.2

Exhibit 15.2

30 April 2021	Our Ref: JWYL/BLUI/P3059-H20553
5/F, Building 4, Dingjun Building 75 Suzhou Street, Haidian District Beijing, 100080 People’s Republic of China

Dear Sir or Madam

Puxin Limited

FORM 20-F

We consent to the reference to our firm under the heading “Item 10.E. Additional Information—Taxation —Cayman Islands Taxation” in the Annual Report on Form 20-F of Puxin Limited for the year ended 31 December 2020 (the “Annual Report”), which will be filed with the U.S. Securities and Exchange Commission (the “Commission”) on 30 April 2021 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

We also consent to the filing with the Commission of this consent letter as an exhibit to the Annual Report.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under the Exchange Act, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/Walkers (Hong Kong)

WALKERS (HONG KONG)

EX-15.3

Exhibit 15.3

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

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

April 30, 2021

Puxin Limited

5/F, Building 4, Dingjun Building

75 Suzhou Street, Haidian District

Beijing, 100080, the People’s Republic of China

as the “Company”

Dear Sirs,

We consent to the references to our firm under the heading “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Puxin Education” in Puxin Limited’s Annual report on Form 20-F for the year ended December 31, 2020 (the “Annual Report”), which is filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2021. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.

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.

Yours faithfully,

/s/Tian Yuan Law Firm

Tian Yuan Law Firm

XML

Cover Page	12 Months Ended
	Dec. 31, 2020 shares
Document And Entity Information [Line Items]
Document Type	20-F
Amendment Flag	false
Document Period End Date	Dec. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Entity Registrant Name	Puxin Limited
Entity Central Index Key	0001726189
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Voluntary Filers	No
Entity Interactive Data Current	Yes
Entity File Number	001-38514
Entity Incorporation, State or Country Code	E9
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity Address, Address Line One	5/F, Building 4, Dingjun Building
Entity Address, Address Line Two	75 Suzhou Street, Haidian District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100080
Entity Address, Country	CN
Entity Common Stock, Shares Outstanding	174,453,992
Document Accounting Standard	U.S. GAAP
ICFR Auditor Attestation Flag	false
Business Contact [Member]
Document And Entity Information [Line Items]
Entity Address, Address Line One	5/F, Building 4, Dingjun Building
Entity Address, Address Line Two	75 Suzhou Street, Haidian District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100080
Entity Address, Country	CN
Contact Personnel Name	Mr. Yunlong Sha, Chief Executive Officer
City Area Code	86 10
Local Phone Number	8260 5578
Contact Personnel Email Address	shayunlong@pxjy.com
American Depositary Shares [Member]
Document And Entity Information [Line Items]
Trading Symbol	NEW
Title of each class	American depositary shares (each ADS representing two ordinary shares, par value US$0.00005 per share)
Security Exchange Name	NYSE
Ordinary Shares [Member]
Document And Entity Information [Line Items]
Title of each class	Ordinary shares, par value US$0.00005 per share
Security Exchange Name	NYSE
No Trading Symbol Flag	true

XML

CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)
Current assets
Cash and cash equivalents	¥ 48,497	$ 7,432	¥ 256,763
Restricted cash, current portion	514,496	78,850	349,540
Inventories	15,210	2,331	13,311
Prepaid expenses and other current assets	141,894	21,746	117,148
Loan receivables	222,895	34,160	191,230
Total current assets	942,992	144,519	927,992
Non-current assets
Restricted cash, non-current portion	25,814	3,956	36,727
Operating lease right-of-use assets	940,568	144,148	1,045,941
Property, plant and equipment, net	265,029	40,617	298,719
Intangible assets	225,170	34,509	264,540
Goodwill	2,083,151	319,257	2,055,922
Deferred tax assets	3,522	540	2,199
Rental deposits	71,948	11,027	75,015
Other non-current assets	59,400	9,103
TOTAL ASSETS	4,617,594	707,676	4,707,055
Current liabilities
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated VIE without recourse to the Group of RMB930,674 and RMB743,499 as of December 31, 2019 and 2020, respectively)	784,894	120,290	983,715
Income tax payable of the consolidated VIE without recourse to the Group	32,445	4,972	21,248
Deferred revenue, current portion (including deferred revenue, current portion of the consolidated VIE without recourse to the Group of RMB1,195,723 and RMB1,013,606 as of December 31, 2019 and 2020, respectively)	1,023,037	156,787	1,205,609
Operating lease liabilities, current portion (including operating lease liabilities, current portion of the consolidated VIE without recourse to the Group of RMB275,893 and RMB251,572 as of December 31, 2019 and 2020, respectively)	254,002	38,928	276,877
Amounts due to related parties, current portion (including amounts due to related parties, current portion of the consolidated VIE without recourse to the Group of RMB254 and RMB nil as of December 31, 2019 and 2020, respectively)			1,451
Bank borrowings of the consolidated VIE without recourse to the Group	585,000	89,655	318,600
Loans payable to third parties, current portion (including loans payable to third parties, current portion of the consolidated VIE without recourse to the Group of RMB292,952 and RMB136,600 as of December 31, 2019 and 2020, respectively)	301,850	46,261	413,838
Promissory note, current portion	163,125	25,000	87,023
Total current liabilities	3,144,353	481,893	3,308,361
Non-current liabilities
Deferred revenue, non-current portion of the consolidated VIE without recourse to the Group	81,805	12,537	101,372
Deferred tax liabilities of the consolidated VIE without recourse to the Group	71,674	10,985	81,969
Franchise deposits of the consolidated VIE without recourse to the Group	2,549	391	2,533
Operating lease liabilities, non-current portion (including operating lease liabilities, non-current portion of the consolidated VIE without recourse to the Group of RMB693,505 and RMB594,624 as of December 31, 2019 and 2020, respectively)	605,827	92,847	693,505
Promissory note, non-current portion			87,022
Derivative liabilities			172,235
Loans payable to third parties, non-current portion	121,870	18,677
Amounts due to related parties, non-current portion	170,393	26,114
TOTAL LIABILITIES	4,198,471	643,444	4,446,997
Commitments and Contingencies (Note 23)
SHAREHOLDERS' EQUITY
Ordinary shares (par value of USD0.00005 per share; 1,000,000,000 and 1,000,000,000 shares authorized, 188,627,228 and 188,653,468 shares issued and 174,025,810 and 174,453,992 shares outstanding as of December 31, 2019 and 2020, respectively)	62	9	62
Additional paid-in capital	2,396,406	367,265	2,175,652
Statutory reserve	11,444	1,754	7,979
Accumulated other comprehensive income	43,711	6,699	68,707
Accumulated deficit	(2,026,891)	(310,635)	(1,991,220)
Total Puxin Limited shareholders' equity	424,732	65,092	261,180
Non-controlling interest	(5,609)	(860)	(1,122)
TOTAL SHAREHOLDERS' EQUITY	419,123	64,232	260,058
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS' EQUITY	¥ 4,617,594	$ 707,676	¥ 4,707,055

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥) shares	Dec. 31, 2019 CNY (¥) shares
Amounts due to related parties, current portion		¥ 1,451
Deferred revenue, current portion	¥ 1,023,037	1,205,609
Accrued expenses and other current liabilities	784,894	983,715
Operating lease liabilities, current portion	254,002	276,877
Loans payable to third parties, current portion	301,850	413,838
Operating lease liabilities, non-current  portion	¥ 605,827	¥ 693,505
Ordinary shares, authorized | shares	1,000,000,000	1,000,000,000
Ordinary shares, issued | shares	188,653,468	188,627,228
Ordinary shares, outstanding | shares	174,453,992	174,025,810
VIE
Amounts due to related parties, current portion	¥ 0	¥ 254
Deferred revenue, current portion	1,013,606	1,195,723
Accrued expenses and other current liabilities	743,499	930,674
Operating lease liabilities, current portion	251,572	275,893
Loans payable to third parties, current portion	136,600	292,952
Operating lease liabilities, non-current  portion	¥ 594,624	¥ 693,505

XML

CONSOLIDATED STATEMENTS OF OPERATIONS ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥) ¥ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares
Income Statement [Abstract]
Net revenues	¥ 2,903,915	$ 445,044	¥ 3,103,958	¥ 2,228,117
Cost of revenues (including share-based compensation expenses of RMB6,420, RMB4,352 and RMB2,294 for the years ended December 31, 2018, 2019 and 2020, respectively)	(1,558,596)	(238,865)	(1,629,447)	(1,242,889)
Gross profit	1,345,319	206,179	1,474,511	985,228
Operating expenses:
Selling expenses (including share-based compensation expenses of RMB28,848, RMB21,870 and RMB13,290 for the years ended December 31, 2018, 2019 and 2020, respectively)	(1,048,521)	(160,693)	(1,083,795)	(848,088)
General and administrative expenses (including share-based compensation expenses of RMB339,689, RMB204,218 and RMB12,439 for the years ended December 31, 2018, 2019 and 2020, respectively)	(469,163)	(71,902)	(748,259)	(775,883)
Impairment loss on intangible assets	(4,100)	(628)
Total operating expenses	(1,521,784)	(233,223)	(1,832,054)	(1,623,971)
Operating loss	(176,465)	(27,044)	(357,543)	(638,743)
Interest expense	(80,319)	(12,309)	(71,099)	(51,901)
Interest income	46,150	7,073	25,542	2,826
Foreign exchange (loss) gain	(1,322)	(203)	243	(7,621)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants	(20,917)	(3,206)	(104,589)	(131,748)
Loss on extinguishment of convertible notes				(900)
Other income, net	78,440	12,021
Gain on disposal of subsidiaries	126,968	19,459
Loss before income taxes	(27,465)	(4,209)	(507,446)	(828,087)
Income tax expenses	(9,195)	(1,409)	(12,188)	(5,322)
Net loss	(36,660)	(5,618)	(519,634)	(833,409)
Less: Net income (loss) attributable to non-controlling interest	(4,454)	(683)	(1,101)	2
Net loss attributable to ordinary shareholders of Puxin Limited	¥ (32,206)	$ (4,935)	¥ (518,533)	¥ (833,411)
Net loss per share attributable to ordinary shareholders of Puxin Limited
Basic and diluted | (per share)	¥ (0.18)	$ (0.03)	¥ (3.03)	¥ (5.78)
Weighted average shares used in calculating basic and diluted net loss per share	174,156,247	174,156,247	170,903,317	144,157,947

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Share-based compensation expense	¥ 28,023	¥ 230,440	¥ 345,503
Cost of Revenues
Share-based compensation expense	2,294	4,352	6,420
Selling Expenses
Share-based compensation expense	13,290	21,870	28,848
General and Administrative Expenses
Share-based compensation expense	¥ 12,439	¥ 204,218	¥ 339,689

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Income Statement [Abstract]
Net loss	¥ (36,660)	$ (5,618)	¥ (519,634)	¥ (833,409)
Other comprehensive income (loss), net of tax of nil:
Change in cumulative foreign currency translation adjustments	(24,996)	(3,831)	493	52,496
Total comprehensive loss	(61,656)	(9,449)	(519,141)	(780,913)
Less: Comprehensive income (loss) attributable to non-controlling interest	(4,454)	(683)	(1,101)	2
Total comprehensive loss attributable to Puxin Limited	¥ (57,202)	$ (8,766)	¥ (518,040)	¥ (780,915)

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY ¥ in Thousands, $ in Thousands	CNY (¥) shares	USD ($) shares	Conversion of Convertible Notes CNY (¥)	Conversion of Convertible Redeemable Preferred Shares CNY (¥)	IPO CNY (¥)	Ordinary Shares CNY (¥) shares	Ordinary Shares USD ($) shares	Ordinary Shares Conversion of Convertible Notes CNY (¥) shares	Ordinary Shares Conversion of Convertible Redeemable Preferred Shares CNY (¥) shares	Ordinary Shares IPO CNY (¥) shares	Additional Paid In Capital CNY (¥)	Additional Paid In Capital USD ($)	Additional Paid In Capital Conversion of Convertible Notes CNY (¥)	Additional Paid In Capital Conversion of Convertible Redeemable Preferred Shares CNY (¥)	Additional Paid In Capital IPO CNY (¥)	Statutory Reserve CNY (¥)	Statutory Reserve USD ($)	Accumulated Other Comprehensive Income CNY (¥)	Accumulated Other Comprehensive Income USD ($)	Accumulated Deficit CNY (¥)	Accumulated Deficit USD ($)	Total Puxin Limited Shareholders (Deficit) Equity CNY (¥)	Total Puxin Limited Shareholders (Deficit) Equity USD ($)	Total Puxin Limited Shareholders (Deficit) Equity Conversion of Convertible Notes CNY (¥)	Total Puxin Limited Shareholders (Deficit) Equity Conversion of Convertible Redeemable Preferred Shares CNY (¥)	Total Puxin Limited Shareholders (Deficit) Equity IPO CNY (¥)	Noncontrolling Interest CNY (¥)	Noncontrolling Interest USD ($)	Cumulative Effect, Period of Adoption, Adjustment CNY (¥)	Cumulative Effect, Period of Adoption, Adjustment Accumulated Deficit CNY (¥)	Cumulative Effect, Period of Adoption, Adjustment Total Puxin Limited Shareholders (Deficit) Equity CNY (¥)
Beginning balance at Dec. 31, 2017	¥ (272,785)					¥ 34					¥ 391,099							¥ 15,718		¥ (679,613)		¥ (272,762)					¥ (23)
Beginning balance, shares at Dec. 31, 2017 | shares						100,000,000	100,000,000
Issuance of ordinary shares	736				¥ 798,830	¥ 16				¥ 5	720				¥ 798,825							736				¥ 798,830
Issuance of ordinary shares, shares | shares						26,827,744	26,827,744			16,560,000
Net loss	(833,409)																			(833,411)		(833,411)					2
Provision of statutory reserve																¥ 4,595				(4,595)
Share-based compensation	345,503										345,503											345,503
Foreign currency translation adjustments	52,496																	52,496				52,496
Repurchase of convertible redeemable preferred shares	(131,088)										(131,088)											(131,088)
Conversion of convertible notes /redeemable preferred shares			¥ 438,720	¥ 71,088				¥ 3	¥ 4				¥ 438,717	¥ 71,084										¥ 438,720	¥ 71,088
Conversion of convertible notes / redeemable preferred shares, shares | shares								8,067,228	11,917,880
Restricted shares granted	29,454										29,454											29,454
Restricted shares granted, shares | shares						1,631,200	1,631,200
Option exercised	11										11											11
Option exercised, shares | shares						34,112	34,112
Ending balance at Dec. 31, 2018	547,872					¥ 62					1,944,325					4,595		68,214		(1,469,303)		547,893					(21)		¥ 48,316	¥ 48,316	¥ 48,316
Ending balance, shares at Dec. 31, 2018 | shares						165,038,164	165,038,164
Net loss	(519,634)																			(518,533)		(518,533)					(1,101)
Provision of statutory reserve																3,384				(3,384)
Share-based compensation	230,440										230,440											230,440
Foreign currency translation adjustments	493																	493				493
Option exercised	887										887											887
Option exercised, shares | shares						8,987,646	8,987,646
Ending balance at Dec. 31, 2019	¥ 260,058					¥ 62					2,175,652					7,979		68,707		(1,991,220)		261,180					(1,122)
Ending balance, shares at Dec. 31, 2019 | shares	188,627,228	188,627,228				174,025,810	174,025,810
Net loss	¥ (36,660)	$ (5,618)																		(32,206)		(32,206)					(4,454)
Provision of statutory reserve																3,465				(3,465)
Share-based compensation	28,023										28,023											28,023
Foreign currency translation adjustments	(24,996)	$ (3,831)																(24,996)				(24,996)
Option exercised	¥ 1,466										1,466											1,466
Option exercised, shares | shares	428,182	428,182				428,182	428,182
Purchase of non-controlling interest	¥ (3,000)										(3,000)											(3,000)
Disposal of non-controlling interest (Note 4)	(33)																										(33)
Extinguishment of derivative liabilities (Note 13)	194,265										194,265											194,265
Ending balance at Dec. 31, 2020	¥ 419,123	$ 64,232				¥ 62	$ 9				¥ 2,396,406	$ 367,265				¥ 11,444	$ 1,754	¥ 43,711	$ 6,699	¥ (2,026,891)	$ (310,635)	¥ 424,732	$ 65,092				¥ (5,609)	$ (860)
Ending balance, shares at Dec. 31, 2020 | shares	188,653,468	188,653,468				174,453,992	174,453,992

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CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) ¥ in Thousands	12 Months Ended
	Dec. 31, 2018 CNY (¥)
Statement of Stockholders' Equity [Abstract]
Issuance of ordinary shares upon initial public offering, issuance cost	¥ 38,711

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CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	¥ (36,660)	$ (5,618)	¥ (519,634)	¥ (833,409)
Adjustments to reconcile net loss to net cash (used in) generated from operating activities:
Depreciation of property, plant and equipment	80,290	12,305	77,859	57,696
Amortization of intangible assets	34,266	5,251	34,938	32,749
Foreign exchange loss (gain)	1,322	203	(243)	7,621
Loss on changes in fair value of convertible notes, derivative liabilities and warrants	20,917	3,206	104,589	131,748
Loss on extinguishment of convertible notes				900
(Gain) loss on disposal of property, plant and equipment	8,197	1,256	7,938	(266)
Share-based compensation	28,023	4,295	230,440	374,957
Deferred income taxes	(11,366)	(1,742)	(7,930)	(8,943)
Gain on disposal of subsidiaries	(126,968)	(19,459)
Impairment loss on intangible assets	4,100	628
Changes in operating assets and liabilities:
Inventories	(1,893)	(290)	(2,144)	723
Prepaid expenses and other current assets	10,641	1,631	23,884	(48,772)
Amounts due from related parties				113
Deferred revenue	(183,405)	(28,108)	(16,407)	(32,052)
Accrued expenses and other current liabilities	(39,947)	(6,121)	138,173	(10,267)
Income tax payable	11,197	1,716	5,493	5,733
Amounts due to related parties	(2,060)	(316)	(53,042)	230,657
Franchise deposits	16	2	770	(2,093)
Net cash (used in) generated from operating activities	(203,330)	(31,161)	24,684	(92,905)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired	(1,095)	(168)	(104,534)	(73,208)
Purchase of property, plant and equipment	(70,968)	(10,876)	(115,545)	(83,709)
Loans to third parties	(43,663)	(6,692)	(191,230)
Proceeds from disposal of subsidiaries, net of cash disposed	34,410	5,274
Purchase of non-controlling interest	(3,000)	(460)
Net cash used in investing activities	(84,316)	(12,922)	(411,309)	(156,917)
CASH FLOWS FROM FINANCING ACTIVITIES
Acquisition of businesses	(192,349)	(29,479)	(147,592)
Proceeds from IPO (net of IPO expenses)				799,208
Proceeds from promissory notes				50,000
Repayments of promissory notes			(190,000)
Repurchase of convertible redeemable preferred shares				(180,000)
Loans from third parties	326,146	49,984	547,038	139,500
Repayments to third parties	(314,953)	(48,269)	(212,700)	(83,802)
Borrowings from banks	675,000	103,448	449,600	110,873
Repayments of bank borrowings	(408,600)	(62,621)	(242,100)	(4,273)
Loans from related parties	265,138	40,634
Repayments to related parties	(94,136)	(14,427)
Net cash generated from financing activities	256,246	39,270	204,246	831,506
Effect of exchange rate changes	(22,823)	(3,498)	6,432	48,131
Net increase (decrease) in cash and cash equivalents, and restricted cash	(54,223)	(8,311)	(175,947)	629,815
Cash and cash equivalents, and restricted cash at beginning of the year	643,030	98,549	818,977	189,162
Cash and cash equivalents, and restricted cash at end of the year	588,807	90,238	643,030	818,977
Supplemental schedule of cash flow information
Income taxes paid	9,364	1,435	14,625	8,532
Interest paid	77,131	11,821	60,528	55,098
Acquisition consideration payable	191,431	29,338	376,187	48,128
Reconciliation to amounts on consolidated balance sheets
Cash and cash equivalents	48,497	7,432	256,763	778,006
Restricted cash	540,310	82,806	386,267	40,971
Cash and cash equivalents, and restricted cash at end of the year	¥ 588,807	$ 90,238	¥ 643,030	¥ 818,977

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Organization and Principal Activities

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Principal Activities

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

Puxin Limited (the “Company”) was incorporated under the laws of the Cayman Islands on March 17, 2017. The Company, its subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries and schools (collectively the “Group”) are primarily engaged in providing K-12 tutoring services and study abroad tutoring services in the People’s Republic of China (“PRC”).

History

Puxin Education Technology Group Co., Ltd. (“Puxin Education” or the “VIE”) was founded in September 2014, as a limited liability company in the PRC, by Mr. Yunlong Sha, Chief Executive Officer (“CEO”) of the Company. Puxin Education, its subsidiaries and schools are primarily engaged in providing K-12 tutoring services and study abroad tutoring services in the PRC.

Puxin Limited was set up to facilitate the Group’s future overseas offering and Puxin Education’s acquisition of Beijing Global Education & Technology Co., Ltd. (“Beijing GEDU”). Immediately after the acquisition of Beijing GEDU, the operating entity of Beijing GEDU became a subsidiary of Puxin Education. In essence, Puxin Limited was a variable interest entity whereas Puxin Education was the primary beneficiary and through which, Puxin Education acquired Beijing GEDU. Accordingly, Puxin Limited was a part of the consolidated Group where Puxin Education was the holding entity.

In contemplating an IPO overseas, in February 2018, the Group undertook a reorganization.

The holder of the equity interest with preferential feature of Puxin Education sold 5% of its holding to Mr. Yunlong Sha and transferred 3.6335% of the holding to a related party of the holder. Puxin Limited then issued an aggregate 52,082,120 ordinary shares to ordinary shareholders and an aggregate 11,917,880 of preferred Series A shares to preferred shareholders. In addition, preferential rights held by investors of Puxin Education were cancelled (“Recapitalization”). Consequently, Puxin Limited became the ultimate holding for the Group.

Due to PRC legal restrictions on foreign ownership and investment in the education business in China, Puxin Limited, through Prepshine Holdings Co., Limited (“Prepshine HK”) and its PRC subsidiary, Purong (Beijing) Information Technology Co., Ltd. (“Purong Information” or “WFOE”), entered into a series of contractual arrangements with Puxin Education and its subsidiaries and schools (collectively, the “VIEs”), and the shareholders of Puxin Education. The series of contractual agreements include Exclusive Management Services and Business Cooperation Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement, Powers of Attorney, Spousal Consent Letters and Letters of Commitment. The Group believes that these contractual arrangements would enable Puxin Limited to (1) have power to direct the activities that most significantly affects the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, Puxin Limited is considered the primary beneficiary of the VIEs.

The reorganization involves steps and entities all within the same consolidated group, and as a result, the accompanying consolidated financial statements have been prepared as if the current corporate structure has been in existence throughout the periods presented. The share and per share data relating to the ordinary shares issued by the Company are presented as if the reorganization occurred at the beginning of the first period presented.

The VIE arrangements

Puxin Limited, through Prepshine HK and its PRC subsidiary, Purong Information, entered into a series of contractual arrangements, on February 5, and as amended on February 25, 2018, with Puxin Education and its subsidiaries and schools, and the shareholders of Puxin Education.

(i) Agreements that transfer economic benefits to the Group:

Exclusive Management Services and Business Cooperation Agreement

Pursuant to the exclusive management services and business cooperation agreement among Purong Information, the VIE and the shareholders of VIE, Purong Information has the exclusive right to provide or designate any third party to provide, among other things, education management consultancy services, permission of intellectual property rights, technological support and business support to the VIE and its subsidiaries. In exchange, the VIE and its subsidiaries pay service fees to Purong Information in an amount at Purong Information’s discretion. Without the prior written consent of Purong Information, the VIE and its subsidiaries cannot accept services provided by or establish similar cooperation relationship with any third party. Purong Information owns the exclusive intellectual property rights created as a result of the performance of this agreement unless otherwise provided by PRC laws or regulations. The agreement will remain effective unless unanimously agreed by the parties concerned or unilaterally terminated by Purong Information with a written notice. Unless otherwise required by applicable PRC laws, the VIE and its shareholders do not have any right to terminate the exclusive service agreement.

Equity Pledge Agreement

Under the equity interest pledge agreement among Purong Information, the VIE and its shareholders, the VIE’s shareholders pledged all of their equity of the VIE to Purong Information as security for performance of the obligations of the VIE and its shareholders under the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the loan agreement. If any of the specified events of default occurs, Purong Information may exercise the right to enforce the pledge immediately. Purong Information may transfer all or any of its rights and obligations under the equity pledge agreement to its designee(s) at any time. The equity pledge agreement is binding on the VIE’s shareholders and their successors. The equity pledge agreement will remain in effect until the fulfillment of all the obligations under the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the loan agreement.

(ii) Agreements that provide the Company effective control over Puxin Education:

Exclusive Call Option Agreement

Under the exclusive call option agreement among Purong Information, the VIE and its shareholders, each of the shareholders of the VIE irrevocably granted Purong Information a right to purchase, or designate a third party to purchase, all or any part of their equity interests in the VIE at a purchase price equal to the lowest price permissible by the then-applicable PRC laws and regulations at Purong Information’s sole and absolute discretion to the extent permitted by PRC law. The shareholders of the VIE shall promptly give all considerations they received from the exercise of the options to Puxin Education, Purong Information or a designated third party of Purong Information. Without Purong Information’s prior written consent, the VIE and its shareholders shall not enter into any major contract or transfer any equity of the VIE. Without Purong Information’s prior written consent, the VIE and its shareholders shall not sell, transfer, license or otherwise dispose of any of the VIE’s assets or allow any encumbrance of any assets, except for the disposal or the encumbrances of the assets that are treated as necessary for their daily business operations with the value of the assets involved in a single transaction not exceeding RMB100. The VIE shall not be dissolved or liquidated without the written consent by Purong Information. This agreement shall remain in effect upon expiry or early termination of this agreement.

Powers of Attorney

Pursuant to the powers of attorney executed by the VIE and the VIE’s shareholders, each of them irrevocably authorized Purong Information to act on their respective behalf as exclusive agent and attorney, to the extent permitted by law, with respect to all rights of shareholders concerning all the equity interest and sponsor interest held by each of them in the VIE or its subsidiaries, including but not limited to proposing to convene or attend shareholder meetings, board meetings or council meetings, signing the resolutions and minutes of such meetings, exercising all the rights as shareholders or sponsors (including but not limited to voting rights, nomination rights, appointment rights, the right to receive dividends and the right to sell, transfer, pledge or dispose of all the equity or the sponsor interest held in part or in whole).

Spousal Consent Letters

Pursuant to the spousal consent letters executed by the spouses of certain shareholders of the VIE, the signing spouses confirm and agree to the execution of the exclusive call option agreement, the exclusive management services and business cooperation agreement, the powers of attorney and the equity pledge agreement described above by the applicable shareholders. They further undertake not to hinder the disposal of the equity and not to make any assertions in connection with the equity of the VIE held by the applicable shareholders, and confirm that the applicable shareholders can perform the relevant transaction documents described above and further amend or terminate such transaction documents without the authorization or consent from such spouse. The spouse of each applicable shareholder agrees and undertakes that if he/she obtains any equity of the VIE held by the applicable shareholders for any reasons, he/she would be bound by the transaction documents described above.

Letters of Commitment

Pursuant to the letters of commitment executed by the shareholders of Shanghai Trustbridge Investment Management Co., Ltd. (“Shanghai Trustbridge”) and the partners of Tianjin Puxian Education Technology LLP (“Puxian”) and Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership (“Ningbo Zhimei”), which are the shareholders of the VIE, all the shareholders of Shanghai Trustbridge and all the partners of Puxian and Ningbo Zhimei irrecoverably promise that they will not pledge, sell or dispose of the equity interest or the partnership interest in Shanghai Trustbridge, Puxian or Ningbo Zhimei held by them, respectively, grant a security interest or a priority right in such equity interest or partnership interest to any third party or enter into any transactions with the same economic results that may affect the priority of the equity pledge and the stable implementation of structural contracts, including the exclusive call option agreement, the exclusive management service and business cooperation agreement, the equity pledge agreement, the powers of attorney and the loan agreement.

(iii) Risks in relation to VIE structure

The Company believes that the contractual arrangements with Puxin Education and its shareholders are in compliance with existing PRC laws and regulations and are legally enforceable. However, the contractual arrangements are subject to risks and uncertainties, including:

• Puxin Education and its shareholders may have or develop interests that conflict with the Group’s interests, which may lead them to pursue opportunities in violation of the aforementioned contractual agreements. If the Group cannot resolve any conflicts of interest or disputes between the Group and the shareholders of Puxin Education, the Group would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.

• Puxin Education and its shareholders could fail to obtain the proper operating licenses or fail to comply with other regulatory requirements. As a result, the PRC government could impose fines, new requirements or other penalties on the VIE or the Group, mandate a change in ownership structure or operations for the VIE or the Group, restrict the VIE or the Group’s use of financing sources or otherwise restrict the VIE or the Group’s ability to conduct business.

• The PRC government may declare the aforementioned contractual arrangements invalid. They may modify the relevant regulations, have a different interpretation of such regulations, or otherwise determine that the Group or the VIE have failed to comply with the legal obligations required to effectuate such contractual arrangements.

• If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government may restrict or prohibit the Group’s business and operations in China.

The Group’s ability to conduct its business may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. As a result, the Group may not be able to consolidate Puxin Education and its subsidiaries and schools in the consolidated financial statements as the Group may lose the ability to exert effective control over Puxin Education and its shareholders, and the Group may lose the ability to receive economic benefits from Puxin Education.

The Group’s business has been directly operated by the VIE and its subsidiaries and schools. As of December 31, 2019 and 2020, the VIE and its subsidiaries and schools accounted for an aggregate of 75.8% and 70.7%, respectively, of the Group’s consolidated total assets, and 88.0% and 83.7% respectively of the Group’s consolidated total liabilities.

The following financial information of the VIE and VIE’s subsidiaries and schools after the elimination of inter-company transactions and balances as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 was included in the accompanying consolidated financial statements:

	As of December 31,
	2019		2020
	RMB		RMB
Cash and cash equivalents		238,907		37,843
Prepaid expenses and other current assets		88,571		78,425
Total current assets		340,789		147,148
Total assets		3,569,949		3,264,946
Total current liabilities		3,035,344		2,762,722
Total liabilities		3,914,723		3,513,374

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Net revenues		2,219,638			3,094,044			2,897,010
Net (loss) income		(254,754	)		(31,712	)		149,378
Net cash (used in) generated from operating activities		(81,041	)		142,437			(49,168	)
Net cash used in investing activities		(156,917	)		(219,186	)		(54,383	)
Net cash generated from (used in) financing activities		20,505			83,361			(82,301	)

There are no consolidated VIE’s assets that are collateral for the VIE’s obligations and which can only be used to settle the VIE’s obligations. No creditors (or beneficial interest holders) of the VIE have recourse to the general credit of the Company or any of its consolidated subsidiaries. No terms in any arrangements, considering both explicit arrangements and implicit variable interests, require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE ever needs financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to the VIE through loans to the shareholders of the VIE or entrustment loans to the VIE.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and use of estimates

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. Actual results may differ from those estimates. The Group bases its estimates on past experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Significant accounting estimates reflected in the Group’s financial statements include, but are not limited to, valuation allowance for deferred tax assets, useful lives of property, plant and equipment and intangible assets, impairment assessment of long-lived assets and goodwill, valuation of share-based compensation and payments, purchase price allocation for business acquisition and valuation of ordinary shares, convertible notes, derivative liabilities and warrants. Actual results may differ materially from those estimates.

Principles of consolidation

The accompanying consolidated financial statements include the financial information of the Group. All intercompany balances and transactions have been eliminated.

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business is dependent on, among other things, the Group’s ability to generate sufficient cash flows from operations, and the Group’s ability to arrange adequate financing arrangements.

The Group had recurring losses in the past three years and had working capital deficit as of December 31, 2020. Prior to the consideration of the management’s plans articulated below, these factors may raise substantial doubt about the Group’s ability to continue as a going concern for the foreseeable future.

The Group obtained proceeds from financing activities in an aggregate amount of USD89,000 from the issuance of convertible notes in February and March 2021 (Note 26) and, is negotiating for additional funds from further financing sources. In addition, the Group also secured credit facility in an amount of RMB200,000 from a third party in April 2021 (Note 26) which can be drawn down when necessary. Therefore, as of the date issuance of these financial statements, management is of the opinion that the Group will be able to satisfy its liabilities as they become due in the next twelve months, and accordingly, these consolidated financial statements are prepared on a going concern basis.

Business combinations

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.

Fair value

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Financial instruments

The Group’s financial instruments consist primarily of cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties, bank borrowings, loans payable to third parties, promissory notes and derivative liabilities.

The carrying amounts of cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties and bank borrowings approximate their fair values due to short-term maturities. The carrying amount of loans payable to third parties approximates fair value as its interest rates are at the same level of current market yield for comparable debts.

Convenience translation

The Group’s business is primarily conducted in China and all of the revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the exchange rate as of balance sheet date, for the convenience of the readers. Translations of balances in the consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, change in equity and cash flows from RMB into USD as of and for the year ended December 31, 2020 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB6.5250, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2020. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2020, or at any other rate.

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand, which have original maturities of three months or less when purchased and are subject to an insignificant risk of changes in value. The carrying value of cash equivalents approximates market value.

Restricted cash

Restricted cash represents cash deposits in restricted bank accounts, required by local regulations for operating schools or pledged as collateral for bank borrowings. The deposits in restricted bank accounts cannot be withdrawn until these schools are closed or bank borrowings are fully repaid. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement.

Inventories

Inventories, mainly consisting of textbooks, are stated at the lower of cost or net realizable value. Cost is determined using the weighted average cost method.

Loan receivables

Loan receivables are measured at amortized cost with interest accrued based on the contract rate. The Group evaluates the credit risk associated with the loans, and estimates the cash flow expected to be collected over the life of loans on an individual basis based on the Group’s past experiences, the borrowers’ financial position, their financial performance and their ability to continue to generate sufficient cash flows. A valuation allowance will be established for the loans unable to collect. No valuation allowance has been recorded for the years ended December 31, 2018, 2019 and 2020 based on the result of the assessment.

Property, plant and equipment, net

Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:

Category	Estimated useful life
Buildings	37 years
Electronic equipment	3 years
Motor vehicles	5 years
Furniture and education equipment	5 years
Leasehold improvement	Shorter of lease term or estimated economic life

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the assets and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statement of operations.

Goodwill and intangible assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows.

Goodwill is not subject to amortization, but is tested for impairment on an annual basis at the end of the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Group first performs a qualitative assessment to determine whether further impairment testing is necessary. If the qualitative assessment above indicates that it is more likely than not that the fair value of the Group’s reporting unit is less than its carrying value, a quantitative impairment test shall be used to compare the fair value to the carrying value. An impairment charge is recorded if the carrying value exceeds the fair value. There was no impairment of goodwill recorded for the years ended December 31, 2018, 2019 and 2020, respectively. 

Acquired intangible assets other than goodwill consist of student base, definite trademark, relationship with partnership school and franchise agreements, which are carried at cost, less accumulated amortization and impairment. The amortization periods are as follows:

Category	Amortization periods
Student base		2.2 - 7 years
Trademark		5.4 years & Indefinite
Relationship with partnership school		6.4 years
Franchise agreement		3.4 years

The Group has determined that certain trademarks do not have determinable useful lives. Consequently, the carrying amounts of the trademarks are not amortized but are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Such impairment test consists of a comparison of the fair values of the trademarks with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trademarks exceed their fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets.

Impairment of long-lived assets

The Group’s long-lived assets consist primarily of intangible assets with definite lives, property, plant and equipment and operating lease right-of-use assets. The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets. The Group did not record any impairment losses on its long-lived assets during the years ended December 31, 2018, 2019 and 2020.

Revenue recognition

On January 1, 2018, the Group adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) applying the modified retrospective method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Group recorded a net reduction to opening accumulated deficit of RMB48,316 as of January 1, 2018 due to the cumulative impact of adopting Topic 606.

Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that the Group expects to receive in exchange for those goods or services.

The following table presents the Group’s revenues disaggregated by revenue sources. The Group’s revenue is reported net of discounts, value added tax and surcharges.

	For the years ended December 31,
	2018		2019		2020
	RMB		RMB		RMB
Services:
K-12 tutoring services - group class		817,843		1,103,607		1,153,658
K-12 tutoring services - personalized		364,554		553,654		580,533
K-12 tutoring services - full-time		—		286,593		472,082
Study-abroad test preparation services		860,687		941,537		553,647
Study-abroad consulting services		185,033		218,567		143,995
Total net revenues		2,228,117		3,103,958		2,903,915

The following is a description of principal activities from which the Group generates revenue and related revenue recognition policies.

(i) K-12 tutoring services

The Group offers various types of after-school tutoring services to help students improve their academic performance and qualify for their desired schools and universities. The after-school tutoring services primarily consist of group class courses, personalized tutoring courses and full-time tutoring courses. The K-12 tutoring services are accounted for as a single performance obligation. Tuition fees are generally collected in advance and are initially recorded as deferred revenue. Deferred revenue is recognized proportionately as the tutoring sessions are delivered. Tuition refunds are provided to students if they decide within the trial period that they no longer want to take the course. For some K-12 courses, the Group also offers refunds for any remaining classes to students who withdraw from the course. The refund is equal to the amount related to the undelivered classes. The Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method.

(ii) Study abroad tutoring services

• Study-abroad test preparation services

The Group offers study abroad test preparation services to help students prepare for admission tests for high schools, universities and graduate programs in other countries. Tutoring fees are collected in advance and are initially recorded as deferred revenue which is recognized proportionately as the tutoring sessions are delivered. Students are entitled to certain trial class of the purchased course and course fee is fully refundable if a student decides within the trial period not to take the remaining course. For some study-abroad test preparation courses, the Group also offers refunds for any remaining classes to students who withdraw from the course. The study-abroad test preparation services are accounted for as a single performance obligation.

• Study-abroad consulting services

The Group offers study abroad consulting services to provide quality advisory guidance for students who intend to study abroad. The Group charges each student an up-front prepaid fee based on the scope of consulting services requested by the student. Portion of the prepaid service fees are refundable if the student does not successfully gain admission, which are accounted for as variable consideration under Topic 606. The study-abroad consulting services are accounted for as a single performance obligation. The Group estimates the variable consideration to be earned and recognizes revenue over the service period.

Remaining performance obligation represents the transaction price under the contracts of study-abroad consulting services for which services have not been fully performed. As of December 31, 2020, the aggregate amount of the transaction price allocated for the remaining performance obligations was RMB125,605. The Group expects to recognize revenue RMB100,500 and RMB19,677 on the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder of RMB5,428 to be recognized thereafter.

The contract liability consists of deferred revenue and refund liability.

Arrangements with multiple performance obligations

The Group’s contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates revenues to each performance obligation based on its relative standalone selling price. The Group generally determines standalone selling prices based on the prices charged to customers.

Practical expedients and exemptions

The Group incurs sales commissions primarily for K-12 tutoring services and study-abroad test preparation services which are expensed when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses. 

The Group does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Group recognizes revenue at the amount to which it has the right to invoice for services performed.

Deferred revenue

Deferred revenue primarily consists of tuition fees and consulting service fees received from customers for which the Group’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met.

Value added taxes

The Group’s certain subsidiaries and schools are subject to VAT at the rate of 3%, as small scale VAT payer, and the remaining subsidiaries and schools are subject to VAT at the rate of 6%, as general VAT payer. The net VAT balance between input VAT and output VAT is recorded as accrued expenses and other current liabilities in the Group’s consolidated financial statements.

Since May 2016, in accordance with Cai Shui [2016] No. 68, the nonacademic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Therefore, the Group’s nonacademic educational programs and services in short-term training schools which were previously subject to business tax are now subject to VAT.

Since January 2020, in accordance with Cai Shui [2020] No.8, due to the COVID-19 pandemic, the VAT on certain services was temporarily exempted for the calendar year 2020. For the year ended December 31, 2020, VAT exemption of RMB86,212 was recognized as other income in the Group’s consolidated statements of operations.

Leases

The Group adopted Topic 842 on January 1, 2019 using the modified retrospective transition approach allowed under ASU 2018-11, without adjusting the comparative periods presented. The Group leases offices and schools in different cities in the PRC under operating leases. The Group determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at the lease commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Group estimates its incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to its own. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing rent expense when the lessor makes the underlying asset available to the Group. The Group’s leases have remaining lease terms of up to ten years. After considering the factors that create an economic incentive, the Group did not include renewal option periods in the lease term for which it is not reasonably certain to exercise.

Income taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Share-based compensation

The Group measures the cost of employee share options based on the grant date fair value of the award and recognizes compensation cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options, the Group recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date. The Group elects to recognize forfeitures when they occur.

Comprehensive loss

Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss.

Net loss per share

Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common share equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the Company’s share incentive plan which are included under the treasury share method when dilutive, (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible notes, which are included under the if-converted method when dilutive, and (iii) convertible redeemable participating preferred shares, which are included under the if-converted method when dilutive.

The Group’s convertible redeemable participating preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group uses the two-class method whereby undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares to the extent that each class may share in income for the period; whereas the undistributed net loss for the period is allocated to ordinary shares only because the convertible redeemable participating preferred shares are not contractually obligated to share the loss.

The computation of diluted net loss per share for the years ended December 31, 2018, 2019 and 2020 does not include common share equivalents, since such inclusion would be anti-dilutive.

Contingency

The Group is subject to lawsuits, investigations and other claims related to the operation of its schools. The Group is required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses and fees.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

Significant risks and uncertainties

Foreign currency risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies, international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group’s cash and cash equivalents and restricted cash denominated in RMB amounted  to RMB281,450 and RMB73,805 as of December 31, 2019 and 2020, respectively.

Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and prepayment and other current assets. As of December 31, 2019 and 2020, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC.

Recent accounting pronouncements not yet adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the following exceptions:1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes by doing: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax; 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction; 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority; 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date; and 5) making minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Group is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group's fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Group is currently in the process of evaluating the impact of adopting ASU 2020-06 on its consolidated financial statements and related disclosure.

Newly adopted accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). In April 25, 2019, ASU 2016-13 was updated with ASU 2019-04, which clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments. ASU 2019-04 provides certain alternatives for the measurement of the allowance for credit losses (ACL) on accrued interest receivable (AIR). These measurement alternatives include (1) measuring an ACL on AIR separately, (2) electing to provide separate disclosure of the AIR component of amortized cost as a practical expedient, and (3) making accounting policy elections to simplify certain aspects of the presentation and measurement of such AIR. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-04 related to ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, and interim periods therein. An entity may early adopt ASU 2019-04 in any interim period after its issuance if the entity has adopted ASU 2016-13. The Group adopted Topic 326 on January 1, 2020 using the modified retrospective approach and the adoption did not have a material impact on the Group’s consolidated financial statements.

In January 2017, FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment. Under the new accounting guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will perform its goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value but not to exceed the total amount of the goodwill of the reporting unit. In addition, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment, if applicable. The provisions of the new accounting guidance are required to be applied prospectively. The new accounting guidance is effective for the Company for goodwill impairment tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The Group adopted this ASU on January 1, 2020 and the adoption had no impact on the Group’s consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities. ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Group adopted Topic 810 on January 1, 2020 the adoption had no impact on the Group’s consolidated financial statements.

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Business Acquisition

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Business Acquisition

3. BUSINESS ACQUISITION

Acquisition of Shandong Zengyu Trading Co., Ltd (“Shandong Zengyu”)

On November 1, 2018, the Group acquired 100% equity interests in Shandong Zengyu. The total consideration for the acquisition of Shandong Zengyu amounted to RMB77,000 in cash.

Shandong Zengyu operates K-12 tutoring services in the PRC. The acquisition of Shandong Zengyu’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Prepaid expenses and other current assets		37,169
Property, plant and equipment, net		1,241			3-5 years
Rental deposits		290
Accrued expenses and other current liabilities		(2,219	)
Deferred revenue		(35,534	)
Intangible assets-student base		6,700			2.2 years
Deferred tax liabilities		(1,675	)
Goodwill		71,028
Total		77,000

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

Other acquisitions in 2018

In 2018, the Group acquired 100% equity interest in Jinan Lixia Wise Tutoring School Ltd and acquired tutoring business from third parties (collectively “Other 2018 Acquirees”). The total consideration for the acquisitions of Other 2018 Acquirees amounted to RMB19,986 which included RMB19,266 in cash and the rest was in the form of warrant. The warrant was issued by Long belief Limited, a shareholder of the Company, to purchase 49,348 ordinary shares of the Company. Long belief Limited is a shareholding platform for acquisitions. Refer to Note 18. The warrant was recorded at fair value and accounted for as shares consideration of the acquisition paid by the Company itself.

These acquired entities are in the operation of K-12 tutoring services and study abroad tutoring services in the PRC. The acquisitions of Other 2018 Acquirees’ training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

These transactions were considered business acquisitions and therefore were recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisitions. The purchase price for the acquisition was allocated as follows:

	Amount			Amortization period
	RMB
Cash and cash equivalents		54
Prepaid expenses and other current assets		8,504
Restricted cash		200
Accrued expenses and other current liabilities		(769	)
Deferred revenue		(8,704	)
Intangible assets-student base		1,100			3.5 years
Deferred tax liabilities		(275	)
Goodwill		19,876
Total		19,986

The tangible and intangible assets valuation for the acquisitions disclosed above was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs. 

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from these acquisitions.

Acquisition of Beijing Xiaoze Education Technology Co., Ltd. (“Beijing Xiaoze”)

On July 1, 2019, the Group acquired 100% equity interests in Beijing Xiaoze. The total consideration for the acquisition of Beijing Xiaoze amounted to RMB170,000 in cash.

Beijing Xiaoze operates K-12 tutoring services in the PRC. The acquisition of Beijing Xiaoze’s training centers, with its well-known brand and teaching team, would further enhance the Group’s ability to provide high quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		20,057
Inventories		1,508
Prepaid expenses and other current assets		52,596
Property, plant and equipment, net		205			3-5 years
Operating lease right-of-use assets		63,652
Accrued expenses and other current liabilities		(1,392	)
Deferred revenue		(108,406	)
Operating lease liabilities		(58,621	)
Intangible assets - trademark		43,700			Indefinite
Deferred tax liabilities		(10,925	)
Goodwill		167,626
Total		170,000

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

Acquisition of Xi’an Intest Management Consulting Co., Ltd. (“Xi’an Intest”)

On July 9, 2019, the Group acquired 100% equity interests in Xi’an Intest. The total consideration for the acquisition of Xi’an Intest amounted to RMB113,000 in cash.

Xi’an Intest operates K-12 tutoring services in the PRC. The acquisition of Xi’an Intest’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		22,245
Prepaid expenses and other current assets		47
Rental deposits		464
Property, plant and equipment, net		2,074			3-5 years
Operating lease right-of-use assets		45,269
Accrued expenses and other current liabilities		(6,072	)
Deferred revenue		(45,581	)
Operating lease liabilities		(41,469	)
Intangible assets - student base		15,700			3.5 years
Deferred tax liabilities		(3,925	)
Goodwill		124,248
Total		113,000

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

Acquisition of Dalian Keyuan Culture Consulting Co., Ltd. (“Dalian Keyuan”)

On November 29, 2019, the Group acquired 100% equity interests in Dalian Keyuan. The total consideration for the acquisition of Dalian Keyuan amounted to RMB171,950 in cash.

Dalian Keyuan operates K-12 tutoring services in the PRC. The acquisition of Dalian Keyuan’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		8,223
Prepaid expenses and other current assets		64,330
Rental deposits		931
Property, plant and equipment, net		1,204			3-5 years
Operating lease right-of-use assets		37,780
Accrued expenses and other current liabilities		(6,280	)
Deferred revenue		(67,415	)
Bank borrowing		(4,500	)
Operating lease liabilities		(32,333	)
Intangible assets - student base		12,600			4.1 years
Deferred tax liabilities		(3,150	)
Goodwill		160,560
Total		171,950

The tangible and intangible assets valuation for the acquisition disclosed above was based on a valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition.

Other acquisitions in 2019

In 2019, the Group acquired 100% equity interests of ten companies and schools from third parties (collectively “Other 2019 Acquirees”). The total consideration for the acquisitions of Other 2019 Acquirees amounted to RMB342,957 in cash.

These acquired entities are in the operation of K-12 tutoring services in the PRC. The acquisitions of Other 2019 Acquirees’ training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

These transactions were considered business acquisitions and therefore were recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisitions. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		14,329
Prepaid expenses and other current assets		105,367
Rental deposits		1,155
Restricted cash		1,951
Property, plant and equipment, net		1,990			3-5 years
Operating lease right-of-use assets		69,970
Accrued expenses and other current liabilities		(6,595	)
Deferred revenue		(148,484	)
Operating lease liabilities		(62,772	)
Intangible assets - student base		8,500			2.6-3.6 years
Deferred tax liabilities		(2,125	)
Goodwill		359,671
Total		342,957

The tangible and intangible assets valuation for the acquisitions disclosed above was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs. 

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the synergy resulting from these acquisitions.

Acquisition of Zhengzhou Youshili Education Consulting Co., Ltd (“Zhengzhou Youshili”)

On December 1, 2020, the Group acquired  100% equity interests in Zhengzhou Youshili at consideration in cash amounted to RMB50,306.

Zhengzhou Youshili operates K-12 tutoring services in the PRC. The acquisition of Zhengzhou Youshili’s training centers, with its teaching team and student base, allows the Group to provide high-quality, competitively priced and diversified services to the students.

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		1,420
Inventories		168
Prepaid expenses and other current assets		33,683
Rental deposits		558
Property, plant and equipment, net		52			3-5 years
Operating lease right-of-use assets		23,413
Accrued expenses and other current liabilities		(655	)
Deferred revenue		(36,682	)
Operating lease liabilities		(21,925	)
Intangible assets - student base		3,600			4.1 years
Deferred tax liabilities		(900	)
Goodwill		47,574
Total		50,306

The tangible and intangible assets valuation for the acquisition disclosed above was based on valuation analysis prepared by the management with the assistance from an independent third-party appraiser. The valuation analysis utilizes and considers generally accepted valuation methodologies such as the income, market and cost approach. The Company has incorporated certain assumptions which include projected replacement costs.

The goodwill is attributable to intangible assets that cannot be recognized separately as identifiable assets under U.S. GAAP, and comprise of (a) the assembled work force and (b) the expected but unidentifiable business growth as a result of the economy of scale, increase in cross-selling opportunities as well as synergy resulting from the acquisition. 

The following information summarizes the results of operations attributable to the acquisitions included in the Group’s consolidated statement of operations since the acquisition date:

	For the year ended December 31, 2018
	Shandong Zengyu			Others
	RMB			RMB
Net revenues		8,074			4,495
Net (loss)		(1,362	)		(27	)

	For the year ended December 31, 2019
	Beijing Xiaoze		Xi’an Intest			Dalian Keyuan		Others
	RMB		RMB			RMB		RMB
Net revenues		116,355		61,194			11,697		174,149
Net income (loss)		11,300		(1,740	)		758		33,460

	For the year ended December 31, 2020
	Zhengzhou Youshili
	RMB
Net revenues		5,800
Net income		249

Pro forma information of acquisitions  

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2017 and 2018 assuming that the acquisitions of Shandong Zengyu and Other 2018 Acquirees which were completed in 2018 occurred as of January 1, 2017. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results: 

	For the years ended December 31,
	2017			2018
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		1,392,146			2,317,937
pro forma net (loss)		(389,366	)		(824,909	)

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2018 and 2019 assuming that the acquisitions of Beijing Xiaoze, Xi’an Intest, Dalian Keyuan and Other 2019 Acquirees which were completed in 2019 occurred as of January 1, 2018. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results:

 

	For the years ended December 31,
	2018			2019
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		2,928,589			3,481,809
pro forma net (loss)		(836,874	)		(516,704	)

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2019 and 2020 assuming that the acquisition of Zhengzhou Youshili which was completed in 2020 occurred as of January 1, 2019. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results:

	For the years ended December 31,
	2019			2020
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		3,185,922			2,970,758
pro forma net (loss)		(520,417	)		(37,745	)

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Disposal of Subsidiaries

12 Months Ended

Dec. 31, 2020

Discontinued Operations and Disposal Groups [Abstract]

Gain on Sale of Subsidiaries

4. DISPOSAL OF SUBSIDIARIES

In December 2020, the Group sold 100% equity interest in Tianjin Puxin Online School Education Technology Co., Ltd. (“Puxin Online School”) to a third party for cash consideration of RMB37,399, of which RMB35,529 had been received in December 2020. As of the disposal date, Puxin Online School had accumulated deficit resulting in the Group deriving a gain from the deconsolidation. The Group recognized disposal gain of RMB66,000 in the consolidated statements of operations for the year ended December 31, 2020. The disposal of Puxin Online School did not represent a strategic shift and did not have a major effect on the Group’s operation.

In April 2020, the Group disposed certain other insignificant subsidiaries and schools in Guangzhou, Shenyang and Hangzhou. The total cash consideration for the disposal of these subsidiaries and schools was RMB8,000. As of the disposal date, these subsidiaries and schools had accumulated deficit resulting in the Group deriving a gain from the deconsolidation, which totalled RMB60,968 and was recorded in the consolidated statements of operations for the year ended December 31, 2020. According to the disposal agreements, for the consideration of RMB8,000 together with the amounts due from the disposed subsidiaries and schools amounting to RMB58,000 (collectively the “Settlement Amount”), 10% shall be paid in 2021, 60% within 24 months, and 30% within 30 months. Therefore, 10% of the Settlement Amount was recorded in prepaid expenses and other current assets, and 90% of the Settlement Amount was recorded in other non-current assets of the consolidated balance sheets as of December 31, 2020.

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Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2020

Prepaid Expense And Other Assets Current [Abstract]

Prepaid Expenses and Other Current Assets

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consisted of the following:

	As of December 31,
	2019		2020
	RMB		RMB
Prepaid service fees		68,913		55,683
Staff advances		20,067		17,430
Interest receivable		17,052		48,513
Receivable from disposal of subsidiaries		—		8,470
Others		11,116		11,798
		117,148		141,894

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Loan Receivables

12 Months Ended

Dec. 31, 2020

Text Block [Abstract]

Loan Receivables

6. LOAN RECEIVABLES

In September 2019, the Group entered into loan agreements amounted to USD27,468 (equivalent to RMB191,230) with American Hebrew Academy, Inc. (“AHA”), a non-for-profit corporation. The annual interest rate was 18.0% and the term of the loan was 12 months. In February 2020, the Group and AHA amended the agreement where the maturity date of the loans to AHA was extended to September 6, 2021. During the year ended December 31, 2020, the Group loaned an additional USD4,290 (equivalent to RMB27,993) to AHA with the same interest rate and maturity date. The loans are secured by AHA’s real estate property located in North Carolina, the United States.

In April 2020, the Group also entered into a loan agreement amounted to RMB15,670 with a third party. The annual interest rate was 4.75% and the term of the loan was 12 months.

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Property, Plant and Equipment, Net

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, Net

7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

	As of December 31,
	2019			2020
	RMB			RMB
Buildings		87,792			87,792
Electronic equipment		87,658			91,524
Motor vehicles		9,149			8,111
Furniture and education equipment		46,132			48,173
Leasehold improvement		239,148			248,724
Total		469,879			484,324
Less: Accumulated depreciation		(171,160	)		(219,295	)
		298,719			265,029

Depreciation expenses were RMB57,696, RMB77,859 and RMB80,290 for the years ended December 31, 2018, 2019 and 2020, respectively.

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Intangible Assets

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

8. INTANGIBLE ASSETS

Intangible assets consisted of the following:

	As of December 31,
	2019			2020
	RMB			RMB
Student base		140,409			127,155
Trademark		216,100			216,100
Relationship with partnership school		5,300			5,300
Franchise agreement		4,400			4,400
Total		366,209			352,955
Less: Accumulated amortization		(101,669	)		(123,685	)
Accumulated impairment loss		—			(4,100	)
		264,540			225,170

Amortization expenses were RMB32,749, RMB34,938 and RMB34,266 for the years ended December 31, 2018, 2019 and 2020, respectively.

As of December 31, 2020, the Group expects to record amortization expenses related to intangible assets RMB21,359, RMB18,160, RMB4,804, RMB1,074 and RMB138 for the years ended December 31, 2021, 2022, 2023, 2024, 2025, respectively, and RMB 35 thereafter.

During the year ended December 31, 2020, the Group recognized an impairment loss of RMB4,100 on acquired intangible assets - trademark. The impairment was driven mainly by changes in forecast projections including a lower growth rate in revenues due to the COVID-19 outbreak.

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Goodwill

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

9. GOODWILL

The Group has two reporting units that carry goodwill. The changes in carrying amount of goodwill for the years ended December 31, 2019 and 2020 were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Costs:
Beginning balance		1,243,817		2,055,922
Acquisition of subsidiaries and schools		812,105		47,574
Disposal of subsidiaries and schools		—		(20,345	)
Ending balance		2,055,922		2,083,151
Goodwill impairment loss		—		—
Goodwill, net		2,055,922		2,083,151

The Company performed goodwill impairment analysis as of December 31, 2020. When determining the fair value of reporting units, including K-12 tutoring services and study abroad tutoring services, the Company used a discounted cash flow model that included a number of significant unobservable inputs. Key assumptions used to determine the estimated fair value include: (a) internal cash flows forecasts including expected revenue growth, operating margins and estimated capital needs, (b) an estimated terminal value using a terminal year long-term future growth rate determined based on the growth prospects of the reporting unit; and (c) a discount rate that reflects the weighted-average cost of capital adjusted for the relevant risk associated with the reporting unit’s operations and the uncertainty inherent in the Company’s internally developed forecasts.

Based on the Company’s assessment as of December 31, 2020, the fair value of K-12 tutoring services and study abroad tutoring services reporting units exceeded its carrying value, respectively. The Group did not record impairment of goodwill for the years ended December 31, 2018, 2019 and 2020.

As disclosed in Note 4, the Group disposed certain insignificant subsidiaries and schools, a portion of goodwill associated with the disposed subsidiaries and schools was included in the carrying amount of the disposed subsidiaries and schools in determining the gain on disposal. The amount of goodwill included in that carrying amount was based on the relative fair values of the business that was disposed of and the portion of the reporting unit that was retained. 

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Accrued Expenses And Other Current Liabilities

12 Months Ended

Dec. 31, 2020

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The components of accrued expenses and other current liabilities were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Consideration payable in connection with business acquisitions		376,187		191,431
Salary and welfare payable		335,024		258,635
Refund liabilities (Note a)		137,510		147,093
Accrued expenses		61,962		129,900
Other tax payable		25,060		12,531
Interest payable		20,342		23,530
Payables for purchase of property, plant and equipment		16,113		8,759
Others		11,517		13,015
		983,715		784,894

Note a: Refund liabilities represented estimated amounts of service fee collected that may be subject to refund to the customers related to K-12 tutoring services and study abroad tutoring services.

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Bank Borrowings

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Bank Borrowings

11. BANK BORROWINGS

In  April 2019, Puxin Education entered into a bank borrowing agreement amounted to RMB41,000 with Xiamen International Bank. The annual interest rate was 7.0% and the term of the bank borrowing was 6 months. The buildings of Beijing GEDU were mortgaged as collateral for the borrowing. As of December 31, 2019, the bank borrowing was fully repaid at maturity date.  

In 2019, Puxin Education entered into a series of borrowing agreements amounted to RMB408,600 with Shanghai Pudong Development Bank (“SPD Bank”). The annual interest rate was 4.35% and the terms of the bank borrowings were 6-12 months. Deposits amounted to USD50,000 (equivalent to RMB348,090), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings. As of December 31, 2019, bank borrowings amounted to RMB94,500 were repaid at the maturity date. As of December 31, 2020, the remaining amount, at RMB314,100, was fully repaid at the maturity date.

In 2020, Puxin Education entered into a series of borrowing agreements amounted to RMB660,000 with SPD Bank. The annual interest rate ranged from 4.27% to 5.22% and the terms of the bank borrowings were 12 months. Deposits amounted to USD78,850 (equivalent to RMB514,496), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings amounted to RMB500,000. The buildings of Beijing GEDU were mortgaged as collateral for the borrowings amounted to RMB160,000. As of December 31, 2020, RMB80,000 of the bank borrowings was repaid at the maturity date.

In March 2020, Beijing Haidian Puxin Training School entered into a bank borrowing agreement amounted to RMB5,000 with China Everbright Bank. The annual interest rate was 4.05% and the term of the bank borrowing was 12 months. Puxin Education is the guarantor under the bank borrowing agreement.

In June 2020, Nanjing Innovation School entered into a bank borrowing agreement amounted to RMB10,000 with Industrial and Commercial Bank of China. The annual interest rate was 4.35% and the term of the bank borrowing was 6 months. Puxin Education is the guarantor under the bank borrowing agreement. As of December 31, 2020, the bank borrowing was fully repaid at maturity date.

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB1,148, RMB13,269 and RMB22,049 for these bank borrowings, respectively.

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Loans Payable to Third Parties

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Loans Payable to Third Parties

12. LOANS PAYABLE TO THIRD PARTIES

In 2019, Puxin Education issued secured debts amounted to RMB384,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. The annual interest rate ranged from 7.0% to 9.5% and the terms of the secured debts were 3-12 months. Taiyuan Puxin Culture and Arts Co., Ltd (“Taiyuan Puxin Arts”), Shanghai Global Career Education & Technology Holdings Limited (“Shanghai GEDU”), Mr. Yunlong Sha and Ms. Wenjing Song were joint guarantors under the agreements, 100% equity interests of a certain subsidiary and tuition collection rights of certain schools were pledged for the secured debts. Secured debts amounted to RMB133,200 were repaid at maturity date as of December 31, 2019 and the remaining amount, at RMB250,900, was fully repaid as of December 31, 2020.

The Group entered into other three loan agreements in a total amount of RMB162,938 with a group of lenders in 2019. The annual interest rate ranged from nil to 14% and the terms of the loans ranged from 6 months to 12 months. Mr. Yunlong Sha was guarantor under the loan agreements, and tuition collection rights of certain schools were pledged for the loans. Loans amounted to RMB42,052 were repaid at maturity date as of December 31, 2020. The maturity date of loans amounted to RMB100,000 and RMB20,886 were extended to May 2021 and June 2022, according to each of respective amendment agreements.

In 2020, Puxin Education issued secured debts amounted to RMB106,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. The annual interest rate ranged from 7.0% to 9.2% and the terms of the secured debts were 3-12 months. Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song are joint guarantors under the agreements, and tuition collection rights of certain schools were pledged for the secured debts. Secured debts amounted to RMB19,500 were repaid at maturity date as of December 31, 2020.

The Group entered into other six loan agreements in a total amount of RMB220,046 with a group of lenders in 2020. The annual interest rate ranged from nil to 15% and the terms of the loans ranged from 12 months to 36 months. Mr. Yunlong Sha is guarantor under the loan agreements, and 70% equity interests of a subsidiary was pledged for one of the loans. One loan agreement defines events of default including, but not limited to, the entry of one or more judgments against Prepshine HK or Mr. Yunlong Sha (the “Borrowers”) by any court, tribunal, arbitration, or any other legal proceeding calling for the payment by any Borrower of more than USD10,000 in the aggregate. Loans amounted to RMB2,501 were repaid at maturity date as of December 31, 2020.

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB2,433, RMB20,451 and RMB39,336 for the loans, respectively.

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Convertible Notes

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Convertible Notes

13. CONVERTIBLE NOTES

Notes issued to Huazhong

In June 2017, Puxin Education and Mr. Yunlong Sha entered into a convertible note investment agreement with Jiangyin Huazhong Investment Management Co., Ltd. (“Huazhong”). Pursuant to this agreement, Huazhong provides a credit facility in an amount up to RMB300,000 to Puxin Education and has the right to elect to convert the unpaid and outstanding amount under the credit facility into ordinary shares of Puxin Limited upon its initial public offering. The conversion price per ordinary share will be equal to 90%, 80% and 70% of the public offering price of the ordinary shares if the public offering application is submitted before or by December 31, 2018, between January 1 and December 31, 2019, or between January 1 and December 31, 2020, respectively. If IPO fails to occur before or by December 31, 2020, the note could be converted to shares. In July 2017, November 2017 and February 2018, Puxin Education had drawn down a principal amount totaled at RMB190,000 under the credit facility. The note bears a simple annual interest rate of 12% and has a maturity term of 22 months since the date the issuer received the first proceed and can be extended for another 36 months. Pursuant to the agreement, Puxin Education committed to guarantee Huazhong an Internal Rate of Return (“IRR”) of no less than 18% per annual if Huazhong chooses to withdraw earlier or by the 58th month of investment. Puxin Education is obligated to pay the compensation amount equals to the shortfall to Huazhong. However, if for 20 consecutive trading days, the weighted average trading price provides Huazhong an IRR of above 30%, Puxin Education is no longer liable for the compensation. In the event of (1) certain misconduct by the Company, (2) the Company establishes the planned VIE structure in contemplating a IPO overseas and the Huazhong decided not to convert the note into the shares of the Company, or (3) the total net profits in aggregation of the Company from 2017 to 2019 is less than RMB950,000, Huazhong has the option to demand Puxin Education to redeem the note at a price equal to the principal amount plus any accrued unpaid interest at a rate of 18% per annum. The fair value option was elected for the convertible note.

In February 2018, the Company entered into an amendment agreement with Huazhong, Mr. Yunlong Sha, Puxin Education and China Central International Asset Management Co., Ltd. (“China Central International”, Huazhong’s related party company). Pursuant to the amendment agreement, Huazhong waived its conversion rights to the note, in return, the Company issued warrants to China Central International, with the total exercise amount equal to the convertible note of RMB190,000 issued by Puxin Education to Huazhong. The exercise price of warrants is the same as the conversion price stipulated in the original convertible note agreement. These warrants shall be exercisable (i) from the completion of an IPO and the expiration of three months lock-up period that China Central International is subject to; or (ii) after December 31, 2020.

The amendment of the convertible note to Huazhong was accounted for as an extinguishment of the original convertible note, and issuance of a new note and warrants. With the assistance from an independent third party appraiser, as of the amendment date, the fair value of the original convertible note, the new note and the warrants were RMB207,300, RMB193,400 and RMB14,800, respectively. A loss of RMB900 was recorded in the consolidated statements of operations for the year ended December 31, 2018, which was measured as the difference between the reacquisition price of convertible notes (represented by the fair value of the new note and the warrants) and the carrying amount of the extinguished convertible note.

Loss on changes in the convertible note’s fair value of RMB7,100 from January 1, 2018 to the amendment date were recorded in the consolidated statements of operations for the year ended December 31, 2018. Pursuant to the warrants agreement, up until the 58th month from the original date of drawdown, if the aggregate profit received by the warrants holder in selling the warrants shares (the “Actual Return”) is less than a minimum return calculated based on certain formula (the “Minimum Return”), the Company shall cause Mr. Yunlong Sha and/or Puxin Education to compensate the warrants holder in cash for the difference between the Actual Return and the Minimum Return.

The warrants were recorded as a liability at fair value on issuance date, and subsequently marked to market at each reporting period end. As of December 31, 2018, the fair value of the warrants were RMB nil. Gain on changes in fair value of RMB14,800 were recorded in the consolidated statements of operations for the year ended December 31, 2018. No warrants were exercised or expired for the year ended December 31, 2018.

As described in Note 14, the warrants expired in March 2019 and Puxin Education fully repaid the new note of Huazhong in May 2019.

Notes issued to Haitong

On August 4, 2017, Puxin Limited issued convertible note at the principle amount of USD25,000 (equivalent to RMB168,180) to Haitong International Investment Holdings Limited (“Haitong”). The note has a maturity term of 5 years since the date of the note. The convertible note bears a compound interest rate of 12% per annum. If the Company’s IPO occurs before or by June 30, 2019, the convertible note will be automatically converted into Puxin Limited ordinary shares upon completion of the IPO. The conversion price per ordinary share will be equal to 70%, 65% or 60% of the offering price of the ordinary shares if the IPO is completed before or by December 31, 2018, between January 1 and March 31, 2019, or between April 1 and June 30, 2019, respectively. If IPO fails to occur before or by June 30, 2019, the convertible note will be automatically converted into redeemable and convertible preferred shares on July 1, 2019 except that Haitong notifies the Company of its decision to choose repayment in cash for the principal and accrued interest at least 5 business days prior to June 30, 2019. If the Company contemplates a change-in-control transaction (“trade sale”) prior to full repayment of the note, Haitong shall have the right to (i) declare all indebtedness under this note become immediately due and payable in full on or prior to the closing of the trade sale; (ii) convert all such indebtedness into such number of converted preferred shares calculated by dividing the outstanding principal amount by the applicable preferred share conversion price on or prior to the closing of the trade sale. The Company elected the fair value option for the convertible note.

Upon the completion of the Company’s IPO, the convertible notes issued to Haitong automatically converted into 4,201,681 ordinary shares at the conversion price of USD5.95, which equal to 70% of the IPO price of the ordinary shares.

Loss on changes in fair value of USD6,714 (equivalent to RMB42,792), USD nil and USD nil were recorded in the consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020, respectively.

Notes issued to CICC

On September 29, 2017, Puxin Limited issued convertible note at the principle amount of USD23,000 (equivalent to RMB153,026) to CICC ALPHA Eagle Investment Limited (“CICC ALPHA”). The note bears a simple annual interest rate of 15% and has a maturity term of 4 years since the date of the note. If the Company’s IPO occurs before or by June 30, 2020, CICC ALPHA has the right to convert all or any part of the outstanding principal amount into ordinary shares upon completion of the IPO. The conversion price per ordinary share will be equal to 70% or 55% of the public offering price of the ordinary shares if the Company’s IPO is completed before or by June 30, 2019 or between July 1, 2019 and June 30, 2020, respectively. The portion of the outstanding principal amount that CICC ALPHA elects not to be converted into the Company’s ordinary share will be redeemed and repurchased by the Company on the completion of the IPO at a redemption price calculated based on a compound interest rate of 15% per annum. If IPO fails to occur before or by June 30, 2020, CICC ALPHA has the right to convert all or any part of the outstanding amount into preferred shares. In the event of default, CICC ALPHA may request the Company to immediately redeem the convertible note. Pursuant to the agreement, if after IPO, the IRR of the notes holder upon exit is below 25%, the founder Mr. Yunlong Sha should compensate CICC ALPHA for the shortfall (“Floor Return”). If the IRR of CICC ALPHA exceeds 30%, CICC ALPHA shall pay Mr. Yunlong Sha certain awards (“Founder Awards”). The features of Founder Awards and Floor Return are freestanding derivatives that are required to be separately accounted for as derivative liabilities under ASC 815. The Company elected the fair value option for the convertible note.

Upon the completion of the Company’s IPO, CICC ALPHA exercised its conversion right. The convertible notes issued to CICC ALPHA has been converted into 3,865,547 ordinary shares at the conversion price of USD5.95 which equal to 70% of the IPO price of the ordinary shares.

The convertible note consideration received were allocated between the convertible notes and two derivatives using the residual value method.

In 2020, CICC ALPHA and Mr. Yunlong Sha, the founder, settled the shortfall under the Floor Return obligation where the founder paid USD41,945 (equivalent to RMB293,861) to CICC ALPHA to purchase 3,865,547 ordinary shares of the Company and relieved the Company’s derivative liabilities. The Company recorded the extinguishment of the derivative liabilities as capital contribution from the founder.

As of December 31, 2018, 2019 and 2020, the fair value of the derivative liabilities was USD9,300 (equivalent to RMB63,942), USD24,740 (equivalent to RMB172,235) and USD nil, respectively. Loss on changes in fair value of derivative liabilities were USD6,500 (equivalent to RMB44,288), USD15,440 (equivalent to RMB104,589) and USD2,939 (equivalent to RMB20,917) recorded in the consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020. Loss on  changes  in fair value of the convertible note aggregated to USD8,217 (equivalent to RMB52,368), USD nil and USD nil were recorded in the consolidated statements of operations for the years ended December 31, 2018, 2019 and 2020, respectively.

As part of the agreements with the noteholders, the Company and Puxin Education pledged certain equity interest of themselves and its subsidiaries of the Group as described in Note 23. The convertible notes agreements also contain covenants customary for a financing of this size and nature.

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Promissory Notes

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Promissory Notes

14. PROMISSORY NOTES

On August 4, 2017, the Company issued promissory note at the principle amount of USD25,000 (equivalent to RMB168,180) to Haitong. The note bears a simple annual interest rate of 8% and has a maturity term of 2 years from the date of issuance. In 2019, the Company entered into an amendment agreement with Haitong, the maturity date for half of the principal amounted to USD12,500 (equivalent to RMB87,023) shall be extended to August 4, 2020, the third anniversary of the issuance date of the original promissory note, and the maturity date for the other half of the principal amounted to USD12,500 (equivalent to RMB87,022) shall be extended to August 4, 2021, the fourth anniversary of the issuance date of the original promissory note. In 2020, the Company amended the agreement with Haitong, under which the maturity date for first half of the principal amounted to USD12,500 (equivalent to RMB87,023) shall be extended from August 4, 2020 to August 4, 2021. The note bears a simple annual interest rate of 10% for the extension period of the original promissory note.

As disclosed in Note 13, the amendment of the convertible notes to Huazhong was accounted for as an extinguishment of the original convertible notes and issuance of a new note at the same principal amount. For the new note, Puxin Education will repay the principle and interest to Huazhong as stipulated in the amendment agreement. The new note bears a simple annual interest rate of 12% and has a maturity term of 22 months since the original date the issuer received the first proceed and can be extended by Puxin Education for another 36 months. If China Central International exercises the warrant, it should surrender the warrant to the Company and make payment to the Company of an amount equal to exercise price in cash, within 5 business days upon the full payment of the principal and all the interests accrued on the principal, or at the option of China Central International, within 5 business days upon the Company’s receipt of the note of exercise. The warrants were expired in March 2019 and Puxin Education fully repaid the new note of Huazhong in May 2019.

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB32,026, RMB37,379 and RMB17,308 for the notes, respectively.

The carrying value of promissory notes approximate its fair value, as interest rate approximates market rate. The fair value of promissory notes was determined as present value of the notes using market interest rate. The promissory notes was categorized in Level 2 of the fair value hierarchy.

As part of the agreements with the noteholders, the Company and Puxin Education pledged certain equity interest of themselves and its subsidiaries of the Group as described in Note 23.  

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Fair Value Measurement

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurement

15. FAIR VALUE MEASUREMENT

Measured or disclosed at fair value on a recurring basis

The Group measured its financial assets and liabilities, including cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties, bank borrowings, loans payable to third parties, promissory notes and derivative liabilities at fair value on a recurring basis as of December 31, 2019 and 2020. Cash and cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy because they are valued based on the quoted market price in an active market. The Group determines the fair value of derivative liabilities with the assistance of an independent third-party appraiser, based on Level 3 inputs. To determine the fair value of derivative liabilities, the Group used binomial model.

The key assumptions used in valuation of derivative liabilities are summarized in the table below:

	For the years ended December 31,
	2019			2020
Exit period		2019/12/31			2019/12/31
		–2020/12/31			–2020/6/30
Volatility		77	%		92	%

Measured or disclosed at fair value on a recurring basis-continued

	Fair Value Measurement as of December 31, 2019
	Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
		RMB		RMB		RMB		RMB
Cash and cash equivalents		256,763		—		—		256,763
Restricted cash		386,267		—		—		386,267
Promissory notes		—		174,045		—		174,045
Derivative liabilities		—		—		172,235		172,235
Total		643,030		174,045		172,235		989,310

	Fair Value Measurement as of December 31, 2020
	Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	RMB		RMB		RMB
Cash and cash equivalents		48,497		—		48,497
Restricted cash		540,310		—		540,310
Promissory notes		—		163,125		163,125
Total		588,807		163,125		751,932

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2018, 2019 and 2020: 

	Derivative liabilities
		RMB
Balance as of January 1, 2019		63,942
Changes in fair value		104,589
Exchange rate effect		3,704
Balance as of December 31, 2019		172,235
Changes in fair value		20,917
Extinguishment of derivative liabilities		(194,265	)
Exchange rate effect		1,113
Balance as of December 31, 2020		—

Measured or disclosed at fair value on a non-recurring basis

The Group measures goodwill at fair value on a nonrecurring basis when it is annually evaluated or whenever events or changes in circumstances indicate that carrying amount of a reporting unit exceeds its fair value as a result of the impairment assessments. The Group measures purchase price allocation at fair value on a nonrecurring basis as of the acquisition dates. The Group measures long-lived assets at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable as a result of the impairment assessments, the Group would recognize an impairment loss based on the fair value of the assets.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Share-Based Compensation

16. SHARE-BASED COMPENSATION

In December 2014, Puxin Education approved the 2014 Great Talent Share Incentive Plan (“2014 Great Talent Plan”) which provides for the grant of options to eligible employees of the Group. Under 2014 Great Talent Plan, the maximum aggregate number of units of equity interest of Puxin Education that may be issued shall not exceed 158,400,000. The term of the option shall not exceed 7 years from the date of the grant. The options will vest in accordance with the vesting schedules set out in the respective share option agreements with vesting period ranged from 0 to 5 years.

In conjunction with the reorganization, as disclosed in Note 1, the Company adopted the 2018 Great Talent Share Incentive Plan (“2018 Great Talent Plan”), which was approved by the board of directors of the Company to replace the 2014 Great Talent Plan. To facilitate the share incentive plan, the Company established an employee shareholding platform (the “Share Holding Platform”). The purpose of the Share Holding Platform is to allow employees of the Group to receive vehicle share incentives. Long favor Limited (“Long favor”), a British Virgin Islands company was established as a holding vehicle for the Group’s Share Holding Platform. Mr. Yun Xiao, a shareholder of the Company serves as the sole shareholder of the Share Holding Platform. Long favor has no activities other than administrating the plan and does not have any employees. On behalf of the Group and subject to approval of board of director of the Company, Mr. Yun Xiao, as the sole shareholder of Long favor, has the authority and responsibility to process the eligible participants to whom awards will be granted, number of shares, terms and conditions of such awards. All shares held by the Share Holding Platform are solely for purpose of future issuance of share incentive options to employees once they exercise, and have been treated as treasury shares in the consolidated financial statements.

The terms of the 2018 Great Talent Plan are substantially the same as those under the 2014 Great Talent Plan, except that the number of options and exercise price were adjusted on a diluted basis in accordance to the shares number of the Company upon the reorganization. As a result, none of the options terms were modified.

In February 2018, the Company approved the 2018 Grand Talent Share Incentive Plan (“2018 Grand Talent Plan”) which provides for the grant of options to eligible employees of the Group. Under 2018 Grand Talent Plan, the maximum aggregate number of shares that may be issued shall not exceed 16,400,000.

In March 2018, the Company granted 16,400,000 options under the 2018 Grand Talent Plan for an exercise price of USD7.78 (RMB48.78). The term of the option is fixed and shall not exceed 10 years from the date of the grant. The options will vest in accordance with the vesting schedules set out in the respective share option agreements with vesting period ranged from 0 to 6 years.

In March 2019, the Company approved the 2019 Noble Talent Share Incentive Plan (“2019 Noble Talent Plan”) which provides for the grant of options to eligible employees of the Group. Under 2019 Noble Talent Plan, the maximum aggregate number of shares that may be issued shall not exceed 8,879,986.

In March 2019, the Company granted 8,879,986 options under the 2019 Noble Talent Plan for an exercise price of USD0.001 (RMB0.007). The term of the option is fixed and shall not exceed 7 years from the date of the grant. The options will vest in accordance with the vesting schedules set out in the respective share option agreements with vesting period of 2 months.

The Company determined the estimated fair value of the options on the respective grant dates using the binomial option pricing model with the assistance from an independent valuation firm, with the following assumptions used in the years ended December 31, 2018 and 2019. The Company did not grant options in the year ended December 31, 2020.

	For the years ended December 31,
Grant date	2018			2019
Risk-free interest rate		3.40	%		2.51	%
Volatility		46	%		55	%
Dividend yield		—			—
Exercise multiples		2.2-2.8			2.8
Life of options		7.0			7.0
Fair value of underlying ordinary shares		49.67			20.57

(1) Risk-free interest rate

Risk-free interest rate was estimated based on the daily treasury long term rate of the U.S. Treasury Department with a maturity period close to the expected term of the options, plus the country default spread of China.

(2) Volatility

The volatility of the underlying ordinary shares during the lives of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the options.

(3) Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the expected term of the options.

(4) Exercise multiples

Exercise multiple represents the value of the underlying share as a multiple of exercise price of the option which, if achieved, results in exercise of the option.

(5) Life of options

Life of options is extracted from option agreements.

(6) Fair value of underlying ordinary shares

Prior to the completion of initial public offering, the estimated fair value of the ordinary shares underlying the options as of the respective grant dates was determined based on a valuation with the assistance of a third party appraiser. The fair value of the underlying ordinary shares is determined based on the closing market price of the share after the completion of initial public offering in June 2018.

The activity in stock options as of December 31, 2020 and changes during the year then ended is presented below:

	Outstanding options
	Number of options		Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value
Options outstanding at January 1, 2020		21,646,232		37.78		4.77		123,239
Granted		—		—
Exercised		428,182		3.42
Forfeited		1,317,461		40.53
Options outstanding at December 31, 2020		19,900,589		38.22		3.79		67,901
Options vested and expected to vest as of December 31, 2020		19,900,589		38.22		3.79		67,901
Option exercisable as of December 31, 2020		15,948,198		36.97		3.71		64,135

The weighted average grant date fair value for the years ended December 31, 2018 and 2019 were RMB24.20 and RMB20.56. Total intrinsic value of options exercised for the years ended December 31, 2018, 2019 and 2020 were RMB681, RMB255,728 and RMB7,298, respectively. The total fair value of options vested during the years ended December 31, 2018, 2019 and 2020 was RMB302,331, RMB220,040 and RMB25,911, respectively.

For share options that vest on grant date, the cost of award is expensed on the grant date. For the graded vesting share options, the Company recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. The Company recorded share-based compensation expenses of RMB345,503, RMB230,440 and RMB28,023 for the years ended December 31, 2018, 2019 and 2020, respectively. As of December 31, 2020, there was RMB30,874 of share-based compensation related to stock options that is expected to be recognized over a weighted average period of 2.48 years.

In November 2018, the Company granted 1,631,200 restricted shares to certain employees. These shares are fully vested and outstanding shares whose transferability is restricted for 6 months. Before the removal of such restrictions, the holders of the restricted shares shall be entitled to all rights and privileges of those of ordinary shareholders, and shall be entitled to voting rights and dividends. Therefore, these restricted shares are considered participating securities for the purpose of net loss per share calculation.

The grant-date value of a restricted share was USD2.6, which was determined based on the closing price of the Company’s American depositary shares (“ADSs”) on NYSE on November 20, 2018. The Company recorded share-based compensation expenses of USD4,241 (equivalent to RMB29,454) for the year ended December 31, 2018.

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

17. INCOME TAXES

The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. The Company’s subsidiary Prepshine HK is located in Hong Kong and is subject to an income tax rate of 16.5% for assessable profit earned in Hong Kong before or by March 2018, and an income tax rate of 8.25% for the first HK$2,000 of assessable profit while the standard income tax rate of 16.5% remains for profit exceeding HK$2,000 from April 2018 onwards.

The Company’s other subsidiaries, the VIE and the VIE’s subsidiaries and schools, which were entities incorporated in the PRC (the “PRC entities”) are subject to PRC Enterprise Income Tax (“EIT”), on the taxable income in accordance with the relevant PRC income tax laws, which have adopted a unified income tax rate of 25% except for a high and new technology enterprise (“HNTE”, which is subject to a tax rate of 15%) and some small low-profit enterprises (whose income will be counted in the taxable income at the half-reduced or quarter-reduced rate, and the enterprise income tax is calculated and paid at the 20% tax rate). In accordance with GuoKeFaHuo [2016] No.32, HNTE can enjoy a reduced income tax rate of 15%. Beijing Meikaida Education Technology Co., Ltd. (“Beijing Meikaida”) began to qualify as HNTE since 2016, renewed the qualification in 2020 and enjoy the tax rate of 15% in 2016, 2017, 2018 and 2020. Beijing GEDU began to qualify as HNTE since 2018 and enjoy the tax rate of 15% in 2018, 2019 and 2020. In accordance with Cai Shui [2019] No.13, during the period from January 1, 2019 to December 31, 2021, for small low-profit enterprises, the portion of less than RMB1,000 and the portion of more than RMB1,000 but less than RMB3,000 of the annual taxable income, will be included in the actual taxable income at 25% and 50% respectively, based on which the enterprise income tax payable will be calculated at the reduced tax rate of 20%.

The current and deferred components of the income tax expenses appearing in the consolidated statement of operations were as follows:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Current tax expenses		14,265			20,118			20,561
Deferred tax expenses		(8,943	)		(7,930	)		(11,366	)
		5,322			12,188			9,195

The principle components of deferred taxes were as follows:

	As of December 31,
	2019			2020
	RMB			RMB
Deferred tax assets:
Accrued expenses		42,443			33,946
Net operating loss carrying forwards		222,722			229,332
Total deferred tax assets		265,165			263,278
Less: Valuation allowance		(262,966	)		(259,756	)
Deferred tax assets, net		2,199			3,522

As of December 31, 2020, the Group had net operating loss carried forward of RMB949,175 from the Company’s PRC entities, which will expire on various dates from December 31, 2021 to December 31, 2030.

	As of December 31,
	2019		2020
	RMB		RMB
Deferred tax liabilities:
Acquired intangible assets		81,969		71,674
Total deferred tax liabilities		81,969		71,674

The reconciliation of the effective tax rate and the statutory income tax rate applicable to PRC operations was as follow:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Loss before income taxes		(828,087	)		(507,446	)		(27,465	)
Income tax benefit computed at an applicable tax rate of 25%		(207,022	)		(126,862	)		(6,866	)
Effect of non-deductible expenses		108,479			57,888			33,462
Effect of research and development super-deduction		(1,970	)		(6,672	)		(9,473	)
Effect of income tax rate differences in jurisdictions other than PRC		38,490			30,189			(3,075	)
Effect of preferential tax rate		(554	)		(12,211	)		(14,228	)
Change in valuation allowance		67,899			69,856			9,375
		5,322			12,188			9,195

If Beijing Meikaida and Beijing GEDU did not enjoy income tax preferential tax rates, the increase in the Group’s income tax expenses would have been RMB nil, with no impact on the basic and diluted net loss per share attributable to ordinary shareholders of the Company, for the three years ended December 31, 2020.

The Group did not identify significant unrecognized tax benefits for the year ended December 31, 2020. The Group did not incur any interest and penalties related to potential underpaid income tax expenses and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2020.

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Ordinary Shares

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Ordinary Shares

18. ORDINARY SHARES

Upon the incorporation of Puxin Limited on March 17, 2017, the Company issued 8,524 ordinary shares to Long bright Limited, 820 ordinary shares to Gao & Tianyi Limited, 492 ordinary shares to Pution Limited and 164 ordinary shares to Prospect Limited for an aggregate consideration of USD0.004.

On August 4, 2017, the Company issued 99,990,000 ordinary shares to its existing shareholders on a proportional basis for an aggregate consideration of USD5. Such issuance was accounted for as a stock split and, accordingly, all references to numbers of ordinary shares and per-share data in the accompanying consolidated financial statements have been adjusted to reflect the stock split and issuance of shares on a retrospective basis.

On February 5, 2018, in connection with the reorganization, the Company issued 21,761,652 ordinary shares to Puxin Nova Limited, 3,336,744 ordinary shares to Stary International Limited, 40,000 ordinary shares to Long wit Limited, 8,200,000 ordinary shares to Long belief Limited, 1,640,000 ordinary shares to Long faith Limited and 17,103,724 ordinary shares to Long favor Limited for an aggregate consideration of USD3.

The ordinary shares of the Company issued to Long favor Limited and Long belief Limited were to establish a reserve pool for future issuance of equity share incentive to the Group’s employees or for future acquisition payments. All shareholder rights of these 25,303,724 ordinary shares including but not limited to voting rights and dividend rights are unconditionally waived until the corresponding ordinary share are transferred to the employees or the shareholders of future acquiree. While the ordinary shares were issued to Long favor Limited and Long belief Limited, they do not have any of the rights associated with the ordinary shares, and as such the Company accounted for these shares as issued but not outstanding ordinary shares until the waiver is released by the Company, which occurs when the ordinary shares are awarded to the employees or the shareholders of future acquiree. 6,450,766 and 8,150,652, 5,849,104 and 8,150,652 ordinary shares of Long favor Limited and Long belief Limited were issued but not outstanding as of December 31, 2019 and December 31, 2020, respectively.

Upon the completion of the Company’s IPO in June, 2018, the Company offered and issued 8,280,000 ADSs representing 16,560,000 ordinary shares with a par value USD0.00005 per share at the net proceeds, before expense, of USD130,907 (equivalent to RMB837,541). IPO related expense is RMB38,711, out of which RMB38,333 is paid as of December 31, 2018 and the remaining balance is recorded in the accrued expense and other current liabilities.

Immediately upon the completion of the IPO, all of the Company’s convertible redeemable preferred shares automatically converted into an equal number of 11,917,880 ordinary shares; the convertible notes issued to Haitong automatically converted into 4,201,681 ordinary shares at the conversion price of USD5.95, which equal to 70% of the IPO price of the ordinary shares; CICC ALPHA exercised its conversion right and the convertible notes were converted into 3,865,547 ordinary shares at the conversion price of USD5.95 which equal to 70% of the IPO price of the ordinary shares.

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Net Loss Per Share

12 Months Ended

Dec. 31, 2020

Net Loss Per Share [Abstract]

Net Loss Per Share

19. NET LOSS PER SHARE

For the purpose of calculating net loss per share as a result of the reorganization as described in Note 1, the number of ordinary shares used in the calculation reflects the outstanding ordinary shares of the Company as if the reorganization occurred at the beginning of the first period presented.

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Numerator used in basic and diluted net loss per share:
Net loss attributable to ordinary shareholders of Puxin Limited		(833,411	)		(518,533	)		(32,206	)
Shares (denominator):
Weighted average common shares outstanding used in computing basic and diluted net loss per share (Note 1)		144,157,947			170,903,317			174,156,247
Net loss per share basic and diluted		(5.78	)		(3.03	)		(0.18	)

For the years ended December 31, 2018, 2019 and 2020, an incremental weighted average number of 18,420,993, 21,646,232 and 19,900,589 ordinary shares from the assumed exercise of share options were not considered in the computation of diluted net loss per share because they would be anti-dilutive given the Company’s loss making position.

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Employee Defined Contribution Plan

12 Months Ended

Dec. 31, 2020

Compensation And Retirement Disclosure [Abstract]

Employee Defined Contribution Plan

20. EMPLOYEE DEFINED CONTRIBUTION PLAN

Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund, unemployment insurance and other welfare benefits are provided to employees. Chinese labor regulations require that the Group’s PRC entities make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Group has no legal obligation for the benefits beyond the contributions made. The total amount for such employee benefits, which was expensed as incurred, was RMB184,525, RMB210,236 and RMB118,523 for the years ended December 31, 2018, 2019 and 2020, respectively.

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Related Party Transaction

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

21. RELATED PARTY TRANSACTION

(1) Related parties

Name of related parties	Relationship with the Group
Mr. Yunlong Sha	The CEO and the Chairman of the Board of Directors of the Company
Ms. Wenjing Song	Spouse of Mr. Yunlong Sha

(2) The significant balances between the Group and its related parties were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Amounts due to:
Mr. Yunlong Sha		1,197		170,229
Ms. Wenjing Song		254		164
		1,451		170,393

The balances outstanding with related parties were interest-free, unsecured and repayable in 2-3 years. 

For the years ended December 31, 2018, 2019 and 2020, the Group recognized interest expense of RMB16,294, RMB nil and RMB1,626, respectively.

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Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Leases

22. LEASES

Operating leases

The Group’s leases consist of operating leases for offices and schools in different cities in the PRC. The Group determines if an arrangement is a lease at inception. Some lease agreements contain lease and non-lease components, which the Group chooses to account for as separate components. The allocation of the consideration between the lease and the non-lease components is based on the relative stand-alone prices of lease components included in the lease contracts. As of December 31, 2020, the Group had no long-term leases that were classified as a financing lease. As of December 31, 2020, the Group did not have additional operating leases that have not yet commenced.

Total operating lease expenses for the years ended December 31, 2019 and 2020 were RMB378,691 and RMB389,197, and were recorded in cost of revenues, selling expenses and general and administrative expense on the consolidated statements of operations. 

	For the years ended December 31,
		2019		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases		373,230		361,432
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases		643,722		315,751
Weighted average remaining lease term
Operating leases		4.59 years		4.63 years
Weighted average discount rate
Operating leases		7.46	%	7.53	%

The following is a maturity analysis of the annual undiscounted cash flows for the annual periods as of December 31, 2020:

Years ending December 31,
2021	329,673
2022	243,799
2023	181,106
2024	120,543
2025	84,251
Thereafter	132,094
Less imputed interest	150,898
Total	940,568

Payments under operating leases are expensed on a straight-line basis over the periods of their respective leases. The terms of the leases do not contain rent escalation or contingent rents. For the years ended December 31, 2018, 2019 and 2020, total rental expense for all operating leases amounted to RMB332,574, RMB378,691 and RMB389,197, respectively.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

23. COMMITMENTS AND CONTINGENCIES

Equity pledge commitment

On August 4, 2017, Puxin Limited issued a convertible note and a promissory note at the principle amount of USD25,000 and USD25,000, respectively, to Haitong. In conjunction with the note purchase agreement, an offshore share mortgage agreement was entered into amongst Haitong, Puxin Limited and Long bright Limited (a shareholder of Puxin Limited solely owned by Mr. Yunlong Sha). Pursuant to the offshore share mortgage agreement, Long bright Limited mortgaged its 18% equity interests of Puxin Limited in favor of Haitong. Meanwhile, a domestic equity pledge agreement was entered into amongst a related party of Haitong, Puxin Education, Dalian Pude Education Consulting Co., Ltd. (“Dalian Pude”) and Guizhou Puxintian Education Technology Co., Ltd. (“Guizhou Puxintian”). Puxin Education pledged its 100% equity interests of Dalian Pude and Guizhou Puxintian in favor of a related party of Haitong. Mr. Yunlong Sha, Ms. Wenjing Song and Long bright Limited are joint guarantors under the offshore share mortgage agreement and domestic equity pledge agreement.

On September 29, 2017, Puxin Limited issued convertible note at the principle amount of USD23,000 to CICC ALPHA. In conjunction with the note purchase agreement, an offshore share mortgage agreement was entered into amongst CICC ALPHA, Puxin Limited and Long bright Limited. Pursuant to the offshore share mortgage agreement, Long bright Limited mortgaged its 8.3% equity interests of Puxin Limited in favor of CICC ALPHA. Meanwhile, a domestic equity pledge agreement was entered into amongst a related party of CICC ALPHA, Mr. Yunlong Sha and Puxin Education, Mr. Yunlong Sha pledged his 4.15% equity interests of Puxin Education in favor of a related party of CICC ALPHA. Mr. Yunlong Sha and Long bright Limited are joint guarantors under the offshore share mortgage agreement and domestic equity pledge agreement.

The equity interests pledged under the domestic equity pledge agreements with Haitong and CICC ALPHA were released in February 2018 in connection with the reorganization. As of December 31, 2020, all the mortgaged shares of Puxin Limited were released except for 9,589,566 shares which were still mortgaged to Haitong.

As disclosed in Note 11, in 2019 Puxin Education entered into a series of borrowing agreements amounted to  RMB408,600 with SPD Bank. Deposits amounted to USD50,000 (equivalent to RMB348,090), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings.

As disclosed in Note 12, in 2019 Puxin Education issued secured debts amounted to  RMB384,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. Taiyuan Puxin Arts, Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song were joint guarantors under the agreements, 100% equity interests of a certain subsidiary and tuition collection rights of certain schools were pledged for the secured debts. The Group entered into other three loan agreements in a total amount of RMB162,938 with a group of lenders in 2019. Mr. Yunlong Sha was guarantor under the loan agreements, and tuition collection rights of certain schools were pledged for the loans.

As of December 31, 2020, all the pledged deposits and tuition collection rights under the respective bank borrowing and loan agreements entered in 2019 were released upon the repayment of borrowings and loans.

As disclosed in Note 11, in 2020 Puxin Education entered into a series of borrowing agreements amounted to  RMB660,000 with SPD Bank. Deposits amounted to USD78,850 (equivalent to RMB514,496), which were recorded in the current portion of restricted cash, were pledged as collateral for the borrowings amounted to RMB500,000. The buildings of Beijing GEDU were mortgaged as collateral for the borrowings amounted to RMB160,000.

As disclosed in Note 12, in 2020 Puxin Education issued secured debts amounted to RMB106,100 under the directed financing schemes and registered with competent financial asset exchanges in PRC. Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song are joint guarantors under the agreements, and tuition collection rights of certain schools were pledged for the secured debts. The Group entered into other six loan agreements in a total amount of RMB220,046 with a group of lenders in 2020. Mr. Yunlong Sha is guarantor under the loan agreements, and 70% equity interests of a certain subsidiary was pledged for one of the loans.

Contingencies

The Group is in the process of applying for permits and preparing filings for certain training institutions and tutoring branches. The contingent liability incurred by failing to meet the permit or filing requirements cannot be reasonably estimated, pending on authoritative interpretation and implementation guidance, the Group did not record any liabilities pertaining to this.

On November 7, 2016, the Standing Committee of the National People’s Congress promulgated the Decision on Amending the Law on the Promotion of Private Education of the PRC (the “Amended Private Education Law”), which became effective on September 1, 2017 and was further amended on December 29, 2018. On August 10, 2018, the Ministry of Justice of the PRC issued the Amended Draft of Implementation Rules for the Law on the Promotion Private Education of the PRC for Approval (the “Implementation Rules for Approval”). Due to the lack of authoritative interpretation and implementation guidance, the potential impact related to the Group not fully complying with the Amended Private Education Law or any relevant regulations cannot be reasonably estimated at the issuance of this report. As a result, the Group did not account for any liabilities pertaining to this.

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Segment Information

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segment Information

24. SEGMENT INFORMATION

The Group’s chief operating decision maker (“CODM”) has been identified as the CEO who reviews financial information of operating segments based on U.S. GAAP amounts when making decisions about allocating resources and assessing performance of the Group. The Group identified two operating segments, including K-12 tutoring services and study abroad tutoring services. All these two operating segments are identified as reportable segments.

The Group primary operates in the PRC and all of the Group’s long-lived assets are located in the PRC. The Group’s CODM evaluates performance based on the operating segment’s revenue and gross profit. The revenue and gross profit by segments were as follows:

	For the year ended December 31, 2018
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		1,182,397		1,045,720		2,228,117
Cost of revenues		706,917		535,972		1,242,889
Gross profit		475,480		509,748		985,228

	For the year ended December 31, 2019
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		1,943,854		1,160,104		3,103,958
Cost of revenues		1,055,205		574,242		1,629,447
Gross profit		888,649		585,862		1,474,511

	For the year ended December 31, 2020
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		2,206,273		697,642		2,903,915
Cost of revenues		1,205,656		352,940		1,558,596
Gross profit		1,000,617		344,702		1,345,319

The total assets for the two reportable segments were shared and indistinguishable for reporting purposes.

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Restricted Net Assets

12 Months Ended

Dec. 31, 2020

Restricted Net Assets [Abstract]

Restricted Net Assets

25. RESTRICTED NET ASSETS

Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC entities only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s entities.

Prior to payment of dividends, pursuant to the PRC laws and regulations, enterprises incorporated in the PRC must make appropriations from after-tax profit to non-distributable reserve funds as determined by the Board of Directors of each company. These reserves include (i) general reserve, and (ii) other reserves at the discretion of the Board of Director.

Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. The Company’s subsidiaries contributed RMB1,443, RMB510 and RMB906 to the general reserve during the years ended December 31, 2018, 2019 and 2020.

Prior to the effectiveness of Amended Private Education Law, PRC laws and regulations required private schools that require reasonable returns to contribute 25% of after-tax income before payments of dividend to a fund to be used for the construction or maintenance of the school or procurement or upgrading of educational facility. For private schools that do not require reasonable returns, this amount should be equivalent to no less than 25% of the annual increase of its net assets as determined in accordance with generally accepted accounting principles in the PRC. For the Group’s private schools, amount contributed to the reserve of RMB3,152, RMB2,874 and RMB2,559 for the years ended December 31, 2018, 2019 and 2020.

The statutory reserves cannot be transferred to the Company in the form of loans or advances and are not distributable as cash dividends except in the event of liquidation.

Because the Group’s entities in the PRC can only be paid out of distributable profits reported in accordance with PRC accounting standards, the Group’s entities in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and statutory reserves of the Group’s entities in the PRC. The aggregate amount of paid-in capital and statutory reserves, which represented the amount of net assets of the Group’s entities in the PRC not available for distribution, was RMB472,750 as of December 31, 2020.

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Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

26. SUBSEQUENT EVENTS

In February and March 2021, Puxin Limited entered into convertible note purchase agreements with a group of institutional investors (the “Purchasers”), pursuant to which the Company issued and sold convertible notes in an aggregate principal amount of USD89,000 (equivalent to RMB580,725) through private placements to the Purchasers.

The convertible notes will mature in five years, bearing interest at the rate of 3% per annum from the issuance date which shall be payable semiannually in cash. Each of the Purchasers has the right to convert all or any portion of the convertible notes at its option at any time into ordinary shares of the Company at a conversion price of USD8 per ADS. Unless previously redeemed or converted, the Company shall repay the notes on the maturity date at 100% of the then outstanding principal amount plus all accrued but unpaid interest.

In March 2021, the board of directors of Puxin Limited authorized a share repurchase program to repurchase through one or more transactions up to USD20,000 worth of its ADSs, representing its ordinary shares, during a 12-month period ending on March 31, 2022 (the “Share Repurchase Program”). Under the Share Repurchase Program, Puxin may purchase its ADSs through various means, including open market transactions, privately negotiated transactions, any combination thereof or other legally permissible means. The number of ADSs repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, price, trading volume and general market conditions.

In April 2021, Purong Information and Mr. Yunlong Sha jointly entered into a credit agreement with a third party. The credit agreement will provide credit facility at RMB200,000 to Purong Information. Purong Information, with an advance notice, can draw down amounts within the credit facility and Purong Information’s obligations under the credit agreement are guaranteed by Mr. Yunlong Sha. 

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Condensed Financial Information of Parent Company

12 Months Ended

Dec. 31, 2020

Condensed Financial Information Of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

BALANCE SHEETS

(In thousands of RMB and USD, except for share, and per share data)

	As of December 31,
	2019			2020			2020
	RMB			RMB			USD
							(Note 3)
ASSETS
Current assets
Cash and cash equivalents		3,103			—			—
Amounts due from subsidiaries and VIEs		1,099,759			1,061,832			162,733
Prepaid expenses and other current assets		11,448			47,200			7,234
Loan receivables		191,230			207,225			31,759
Total current assets		1,305,540			1,316,257			201,726
TOTAL ASSETS		1,305,540			1,316,257			201,726
LIABILITIES
Current liabilities
Accrued expenses and other current liabilities		7,258			6,804			1,044
Promissory note, current portion		87,023			163,125			25,000
Loan payable to a third party		—			65,250			10,000
Total current liabilities		94,281			235,179			36,044
Non-current liabilities
Promissory note, non-current portion		87,022			—			—
Derivative liabilities		172,235			—			—
Investments deficit in subsidiaries and VIEs		690,822			656,346			100,590
TOTAL LIABILITIES		1,044,360			891,525			136,634
SHAREHOLDERS’ EQUITY
Ordinary shares (par value of USD0.00005 per share; 1,000,000,000 and 1,000,000,000 shares authorized, 188,627,228 and 188,653,468 shares issued and 174,025,810 and 174,453,992 shares outstanding as of December 31, 2019 and 2020, respectively)		62			62			9
Additional paid-in capital		2,175,652			2,396,406			367,265
Statutory reserve		7,979			11,444			1,754
Accumulated other comprehensive income		68,707			43,711			6,699
Accumulated deficit		(1,991,220	)		(2,026,891	)		(310,635	)
TOTAL SHAREHOLDERS’ EQUITY		261,180			424,732			65,092
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS’ EQUITY		1,305,540			1,316,257			201,726

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF OPERATIONS

(In thousands of RMB and USD, except for share, and per share data)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 3)
General and administrative expenses		(8,728	)		(12,102	)		(191	)		(28	)
Total operating expenses		(8,728	)		(12,102	)		(191	)		(28	)
Interest expense		(13,218	)		(15,250	)		(17,244	)		(2,643	)
Interest income		2,104			10,985			37,092			5,685
Foreign exchange (loss) gain		(10,358	)		(3,753	)		18,885			2,894
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		(124,648	)		(104,589	)		(20,917	)		(3,206	)
Equity in loss of subsidiaries and VIEs		(678,563	)		(393,824	)		(49,831	)		(7,637	)
Loss before income taxes		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Income tax expenses		—			—			—			—
Net loss		(833,411	)		(518,533	)		(32,206	)		(4,935	)

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands of RMB and USD, except for share, and per share data)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 3)
Net loss		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Other comprehensive loss, net of tax of nil:
Change in cumulative foreign currency translation adjustments		52,496			493			(24,996	)		(3,831	)
Total comprehensive loss		(780,915	)		(518,040	)		(57,202	)		(8,766	)

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

STATEMENTS OF CASH FLOWS

(In thousands of RMB and USD)

	For the years ended December 31,
	2018			2019			2020			2020
	RMB			RMB			RMB			USD
										(Note 3)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		(833,411	)		(518,533	)		(32,206	)		(4,935	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in loss of subsidiaries and VIEs		678,563			393,824			49,831			7,637
Foreign exchange loss (gain)		10,358			3,753			(18,885	)		(2,894	)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants		124,648			104,589			20,917			3,206
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		—			(10,449	)		(37,145	)		(5,693	)
Accrued expenses and other current liabilities		(5,230	)		1,409			—			—
Net cash used in operating activities		(25,072	)		(25,407	)		(17,488	)		(2,679	)
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to subsidiaries and VIEs		(396,495	)		(221,418	)		(23,775	)		(3,644	)
Loan to a third party		—			(191,230	)		(27,993	)		(4,290	)
Net cash used in investing activities		(396,495	)		(412,648	)		(51,768	)		(7,934	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from IPO (net of IPO expenses)		811,001			—			—			—
Loan from a third party		—			—			65,250			10,000
Net cash generated from financing activities		811,001			—			65,250			10,000
Effect of exchange rate changes		43,773			3,545			903			137
Net increase (decrease) in cash and cash equivalents, and restricted cash		433,207			(434,510	)		(3,103	)		(476	)
Cash and cash equivalents, and restricted cash at beginning of the year		4,406			437,613			3,103			476
Cash and cash equivalents, and restricted cash at end of the year		437,613			3,103			—			—

ADDITIONAL INFORMATION-FINANCIAL STATEMENT SCHEDULE I

CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

NOTES TO FINANCIAL STATEMENTS

(In thousands of RMB and USD, except for share, and per share data)

1. BASIS FOR PREPARATION

The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Parent Company used the equity method to account for investments in its subsidiaries.

2. INVESTMENT IN SUBSIDIARIES

In its consolidated financial statements, the Parent Company consolidates the results of operations and assets and liabilities of its subsidiaries and schools, and inter-company balances and transactions were eliminated upon consolidation. For the purpose of the Parent Company’s standalone financial statements, its investments in subsidiaries are reported using the equity method of accounting as a single line item and the Parent Company’s share of loss from its subsidiaries and VIEs are reported as the single line item of equity in loss of subsidiaries and VIEs.

3. CONVENIENCE TRANSLATION

The Group’s business is primarily conducted in China and all of the revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the exchange rate as of balance sheet date, for the convenience of the readers. Translations of balances in the balance sheet, and the related statement of operations and cash flows from RMB into USD as of and for the year ended December 31, 2020 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB6.5250, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2020. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2020, or at any other rate.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Basis of presentation and use of estimates

Basis of presentation and use of estimates

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These accounting principles require management to make certain estimates and assumptions that affect the amounts in the accompanying financial statements. Actual results may differ from those estimates. The Group bases its estimates on past experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Significant accounting estimates reflected in the Group’s financial statements include, but are not limited to, valuation allowance for deferred tax assets, useful lives of property, plant and equipment and intangible assets, impairment assessment of long-lived assets and goodwill, valuation of share-based compensation and payments, purchase price allocation for business acquisition and valuation of ordinary shares, convertible notes, derivative liabilities and warrants. Actual results may differ materially from those estimates.

Principles of consolidation

Principles of consolidation

The accompanying consolidated financial statements include the financial information of the Group. All intercompany balances and transactions have been eliminated.

The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business is dependent on, among other things, the Group’s ability to generate sufficient cash flows from operations, and the Group’s ability to arrange adequate financing arrangements.

The Group had recurring losses in the past three years and had working capital deficit as of December 31, 2020. Prior to the consideration of the management’s plans articulated below, these factors may raise substantial doubt about the Group’s ability to continue as a going concern for the foreseeable future.

The Group obtained proceeds from financing activities in an aggregate amount of USD89,000 from the issuance of convertible notes in February and March 2021 (Note 26) and, is negotiating for additional funds from further financing sources. In addition, the Group also secured credit facility in an amount of RMB200,000 from a third party in April 2021 (Note 26) which can be drawn down when necessary. Therefore, as of the date issuance of these financial statements, management is of the opinion that the Group will be able to satisfy its liabilities as they become due in the next twelve months, and accordingly, these consolidated financial statements are prepared on a going concern basis.

Business combinations

Business combinations

Business combinations are recorded using the acquisition method of accounting. The purchase price of the acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and non-controlling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.

Fair value

Fair value

Fair value is considered to be the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability.

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Financial instruments

Financial instruments

The Group’s financial instruments consist primarily of cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties, bank borrowings, loans payable to third parties, promissory notes and derivative liabilities.

The carrying amounts of cash and cash equivalents, restricted cash, other receivables, loan receivables, other payables, amounts due to related parties and bank borrowings approximate their fair values due to short-term maturities. The carrying amount of loans payable to third parties approximates fair value as its interest rates are at the same level of current market yield for comparable debts.

Convenience translation

Convenience translation

The Group’s business is primarily conducted in China and all of the revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into USD using the exchange rate as of balance sheet date, for the convenience of the readers. Translations of balances in the consolidated balance sheets and the related consolidated statements of operations, comprehensive loss, change in equity and cash flows from RMB into USD as of and for the year ended December 31, 2020 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB6.5250, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on December 31, 2020. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2020, or at any other rate.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents comprise cash at banks and on hand, which have original maturities of three months or less when purchased and are subject to an insignificant risk of changes in value. The carrying value of cash equivalents approximates market value.

Restricted cash

Restricted cash

Restricted cash represents cash deposits in restricted bank accounts, required by local regulations for operating schools or pledged as collateral for bank borrowings. The deposits in restricted bank accounts cannot be withdrawn until these schools are closed or bank borrowings are fully repaid. Restricted cash is classified as either current or non-current based on when the funds will be released in accordance with the terms of the respective agreement.

Inventories

Inventories

Inventories, mainly consisting of textbooks, are stated at the lower of cost or net realizable value. Cost is determined using the weighted average cost method.

Loan receivables

Loan receivables

Loan receivables are measured at amortized cost with interest accrued based on the contract rate. The Group evaluates the credit risk associated with the loans, and estimates the cash flow expected to be collected over the life of loans on an individual basis based on the Group’s past experiences, the borrowers’ financial position, their financial performance and their ability to continue to generate sufficient cash flows. A valuation allowance will be established for the loans unable to collect. No valuation allowance has been recorded for the years ended December 31, 2018, 2019 and 2020 based on the result of the assessment.

Property, plant and equipment, net

Property, plant and equipment, net

Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:

Category	Estimated useful life
Buildings	37 years
Electronic equipment	3 years
Motor vehicles	5 years
Furniture and education equipment	5 years
Leasehold improvement	Shorter of lease term or estimated economic life

Repair and maintenance costs are charged to expense as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the cost and accumulated depreciation from the assets and accumulated depreciation accounts with any resulting gain or loss reflected in the consolidated statement of operations.

Goodwill and intangible assets

Goodwill and intangible assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets of businesses acquired. Intangible assets with finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows.

Goodwill is not subject to amortization, but is tested for impairment on an annual basis at the end of the fourth quarter or whenever events or changes in circumstances indicate the carrying value of the reporting unit may be in excess of its fair value. As part of the annual goodwill impairment test, the Group first performs a qualitative assessment to determine whether further impairment testing is necessary. If the qualitative assessment above indicates that it is more likely than not that the fair value of the Group’s reporting unit is less than its carrying value, a quantitative impairment test shall be used to compare the fair value to the carrying value. An impairment charge is recorded if the carrying value exceeds the fair value. There was no impairment of goodwill recorded for the years ended December 31, 2018, 2019 and 2020, respectively. 

Acquired intangible assets other than goodwill consist of student base, definite trademark, relationship with partnership school and franchise agreements, which are carried at cost, less accumulated amortization and impairment. The amortization periods are as follows:

Category	Amortization periods
Student base		2.2 - 7 years
Trademark		5.4 years & Indefinite
Relationship with partnership school		6.4 years
Franchise agreement		3.4 years

The Group has determined that certain trademarks do not have determinable useful lives. Consequently, the carrying amounts of the trademarks are not amortized but are tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Such impairment test consists of a comparison of the fair values of the trademarks with their carrying amounts and an impairment loss is recognized if and when the carrying amounts of the trademarks exceed their fair values. The estimates of fair values of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets.

Impairment of long-lived assets

Impairment of long-lived assets

The Group’s long-lived assets consist primarily of intangible assets with definite lives, property, plant and equipment and operating lease right-of-use assets. The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss based on the fair value of the assets. The Group did not record any impairment losses on its long-lived assets during the years ended December 31, 2018, 2019 and 2020.

Revenue recognition and Deferred revenue

Revenue recognition

On January 1, 2018, the Group adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) applying the modified retrospective method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Group recorded a net reduction to opening accumulated deficit of RMB48,316 as of January 1, 2018 due to the cumulative impact of adopting Topic 606.

Revenues are recognized when control of the promised goods or services are transferred to the customers, in an amount that reflects the consideration that the Group expects to receive in exchange for those goods or services.

The following table presents the Group’s revenues disaggregated by revenue sources. The Group’s revenue is reported net of discounts, value added tax and surcharges.

	For the years ended December 31,
	2018		2019		2020
	RMB		RMB		RMB
Services:
K-12 tutoring services - group class		817,843		1,103,607		1,153,658
K-12 tutoring services - personalized		364,554		553,654		580,533
K-12 tutoring services - full-time		—		286,593		472,082
Study-abroad test preparation services		860,687		941,537		553,647
Study-abroad consulting services		185,033		218,567		143,995
Total net revenues		2,228,117		3,103,958		2,903,915

The following is a description of principal activities from which the Group generates revenue and related revenue recognition policies.

(i) K-12 tutoring services

The Group offers various types of after-school tutoring services to help students improve their academic performance and qualify for their desired schools and universities. The after-school tutoring services primarily consist of group class courses, personalized tutoring courses and full-time tutoring courses. The K-12 tutoring services are accounted for as a single performance obligation. Tuition fees are generally collected in advance and are initially recorded as deferred revenue. Deferred revenue is recognized proportionately as the tutoring sessions are delivered. Tuition refunds are provided to students if they decide within the trial period that they no longer want to take the course. For some K-12 courses, the Group also offers refunds for any remaining classes to students who withdraw from the course. The refund is equal to the amount related to the undelivered classes. The Group determines the transaction price to be earned by estimating the refund liability based on historical refund ratio on a portfolio basis using the expected value method.

(ii) Study abroad tutoring services

• Study-abroad test preparation services

The Group offers study abroad test preparation services to help students prepare for admission tests for high schools, universities and graduate programs in other countries. Tutoring fees are collected in advance and are initially recorded as deferred revenue which is recognized proportionately as the tutoring sessions are delivered. Students are entitled to certain trial class of the purchased course and course fee is fully refundable if a student decides within the trial period not to take the remaining course. For some study-abroad test preparation courses, the Group also offers refunds for any remaining classes to students who withdraw from the course. The study-abroad test preparation services are accounted for as a single performance obligation.

• Study-abroad consulting services

The Group offers study abroad consulting services to provide quality advisory guidance for students who intend to study abroad. The Group charges each student an up-front prepaid fee based on the scope of consulting services requested by the student. Portion of the prepaid service fees are refundable if the student does not successfully gain admission, which are accounted for as variable consideration under Topic 606. The study-abroad consulting services are accounted for as a single performance obligation. The Group estimates the variable consideration to be earned and recognizes revenue over the service period.

Remaining performance obligation represents the transaction price under the contracts of study-abroad consulting services for which services have not been fully performed. As of December 31, 2020, the aggregate amount of the transaction price allocated for the remaining performance obligations was RMB125,605. The Group expects to recognize revenue RMB100,500 and RMB19,677 on the remaining performance obligations over the next 12 and 24 months, respectively, with the remainder of RMB5,428 to be recognized thereafter.

The contract liability consists of deferred revenue and refund liability.

Arrangements with multiple performance obligations

The Group’s contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates revenues to each performance obligation based on its relative standalone selling price. The Group generally determines standalone selling prices based on the prices charged to customers.

Practical expedients and exemptions

The Group incurs sales commissions primarily for K-12 tutoring services and study-abroad test preparation services which are expensed when incurred because the amortization period would have been one year or less. These costs are recorded within selling expenses. 

The Group does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Group recognizes revenue at the amount to which it has the right to invoice for services performed.

Deferred revenue

Deferred revenue primarily consists of tuition fees and consulting service fees received from customers for which the Group’s revenue recognition criteria have not been met. The deferred revenue will be recognized as revenue once the criteria for revenue recognition have been met.

Value added taxes

Value added taxes

The Group’s certain subsidiaries and schools are subject to VAT at the rate of 3%, as small scale VAT payer, and the remaining subsidiaries and schools are subject to VAT at the rate of 6%, as general VAT payer. The net VAT balance between input VAT and output VAT is recorded as accrued expenses and other current liabilities in the Group’s consolidated financial statements.

Since May 2016, in accordance with Cai Shui [2016] No. 68, the nonacademic educational programs and services in short-term training schools are subject to a simple VAT collection method and apply for a 3% VAT rate. Therefore, the Group’s nonacademic educational programs and services in short-term training schools which were previously subject to business tax are now subject to VAT.

Since January 2020, in accordance with Cai Shui [2020] No.8, due to the COVID-19 pandemic, the VAT on certain services was temporarily exempted for the calendar year 2020. For the year ended December 31, 2020, VAT exemption of RMB86,212 was recognized as other income in the Group’s consolidated statements of operations.

Leases

Leases

The Group adopted Topic 842 on January 1, 2019 using the modified retrospective transition approach allowed under ASU 2018-11, without adjusting the comparative periods presented. The Group leases offices and schools in different cities in the PRC under operating leases. The Group determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at the lease commencement. The Group measures its lease liabilities based on the present value of the total lease payments not yet paid discounted based on the more readily determinable of the rate implicit in the lease or its incremental borrowing rate, which is the estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. The Group estimates its incremental borrowing rate based on an analysis of publicly traded debt securities of companies with credit and financial profiles similar to its own. The Group measures right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing rent expense when the lessor makes the underlying asset available to the Group. The Group’s leases have remaining lease terms of up to ten years. After considering the factors that create an economic incentive, the Group did not include renewal option periods in the lease term for which it is not reasonably certain to exercise.

Income taxes

Income taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes will be classified as a component of the provisions for income taxes.

Share-based compensation

Share-based compensation

The Group measures the cost of employee share options based on the grant date fair value of the award and recognizes compensation cost over the period during which an employee is required to provide services in exchange for the award, which generally is the vesting period. For the graded vesting share options, the Group recognizes the compensation cost over the requisite service period for each separately vesting portion of the award as if the award is, in substance, multiple awards. When no future services are required to be performed by the employee in exchange for an award of equity instruments, the cost of the award is expensed on the grant date. The Group elects to recognize forfeitures when they occur.

Comprehensive loss

Comprehensive loss

Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss.

Net loss per share

Net loss per share

Net loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of common shares outstanding during the period. Diluted net loss per share is based upon the weighted average number of common shares and of common share equivalents outstanding when dilutive. Common share equivalents include: (i) outstanding stock options under the Company’s share incentive plan which are included under the treasury share method when dilutive, (ii) common shares to be issued under the assumed conversion of the Company’s outstanding convertible notes, which are included under the if-converted method when dilutive, and (iii) convertible redeemable participating preferred shares, which are included under the if-converted method when dilutive.

The Group’s convertible redeemable participating preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. Accordingly, the Group uses the two-class method whereby undistributed net income is allocated on a pro rata basis to the ordinary shares and preferred shares to the extent that each class may share in income for the period; whereas the undistributed net loss for the period is allocated to ordinary shares only because the convertible redeemable participating preferred shares are not contractually obligated to share the loss.

The computation of diluted net loss per share for the years ended December 31, 2018, 2019 and 2020 does not include common share equivalents, since such inclusion would be anti-dilutive.

Contingency

Contingency

The Group is subject to lawsuits, investigations and other claims related to the operation of its schools. The Group is required to assess the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses and fees.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events, are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

Significant risks and uncertainties

Significant risks and uncertainties

Foreign currency risk

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies, international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Group’s cash and cash equivalents and restricted cash denominated in RMB amounted  to RMB281,450 and RMB73,805 as of December 31, 2019 and 2020, respectively.

Concentration of credit risk

Financial instruments that potentially expose the Group to significant concentration of credit risk primarily consist of cash and cash equivalents and prepayment and other current assets. As of December 31, 2019 and 2020, substantially all of the Group’s cash and cash equivalents were deposited in financial institutions located in the PRC.

Recent accounting pronouncements not yet adopted

Recent accounting pronouncements not yet adopted

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this ASU simplify the accounting for income taxes by removing the following exceptions:1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items; 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments also simplify the accounting for income taxes by doing: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax; 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction; 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements. However, an entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority; 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date; and 5) making minor codification improvements for income taxes related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Group is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. This update will be effective for the Group's fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Group is currently in the process of evaluating the impact of adopting ASU 2020-06 on its consolidated financial statements and related disclosure.

Newly adopted accounting pronouncements

Newly adopted accounting pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. All entities may adopt the amendments in this ASU through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). In April 25, 2019, ASU 2016-13 was updated with ASU 2019-04, which clarifies certain aspects of accounting for credit losses, hedging activities, and financial instruments. ASU 2019-04 provides certain alternatives for the measurement of the allowance for credit losses (ACL) on accrued interest receivable (AIR). These measurement alternatives include (1) measuring an ACL on AIR separately, (2) electing to provide separate disclosure of the AIR component of amortized cost as a practical expedient, and (3) making accounting policy elections to simplify certain aspects of the presentation and measurement of such AIR. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-04 related to ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, and interim periods therein. An entity may early adopt ASU 2019-04 in any interim period after its issuance if the entity has adopted ASU 2016-13. The Group adopted Topic 326 on January 1, 2020 using the modified retrospective approach and the adoption did not have a material impact on the Group’s consolidated financial statements.

In January 2017, FASB issued ASU 2017-04: Simplifying the Test for Goodwill Impairment. Under the new accounting guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will perform its goodwill impairment tests by comparing the fair value of a reporting unit with its carrying amount. An entity will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value but not to exceed the total amount of the goodwill of the reporting unit. In addition, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment, if applicable. The provisions of the new accounting guidance are required to be applied prospectively. The new accounting guidance is effective for the Company for goodwill impairment tests performed in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed after January 1, 2017. The Group adopted this ASU on January 1, 2020 and the adoption had no impact on the Group’s consolidated financial statements.

In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to the Related Party Guidance for Variable Interest Entities. ASU 2018-17 changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportional basis, rather than in their entirety. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Group adopted Topic 810 on January 1, 2020 the adoption had no impact on the Group’s consolidated financial statements.

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Organization and Principal Activities (Tables)

12 Months Ended

Dec. 31, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Financial Information of VIE and Its Subsidiaries and Schools

The following financial information of the VIE and VIE’s subsidiaries and schools after the elimination of inter-company transactions and balances as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 was included in the accompanying consolidated financial statements:

	As of December 31,
	2019		2020
	RMB		RMB
Cash and cash equivalents		238,907		37,843
Prepaid expenses and other current assets		88,571		78,425
Total current assets		340,789		147,148
Total assets		3,569,949		3,264,946
Total current liabilities		3,035,344		2,762,722
Total liabilities		3,914,723		3,513,374

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Net revenues		2,219,638			3,094,044			2,897,010
Net (loss) income		(254,754	)		(31,712	)		149,378
Net cash (used in) generated from operating activities		(81,041	)		142,437			(49,168	)
Net cash used in investing activities		(156,917	)		(219,186	)		(54,383	)
Net cash generated from (used in) financing activities		20,505			83,361			(82,301	)

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Estimated Useful Lives of Assets

Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful lives of the assets, as follows:

Category	Estimated useful life
Buildings	37 years
Electronic equipment	3 years
Motor vehicles	5 years
Furniture and education equipment	5 years
Leasehold improvement	Shorter of lease term or estimated economic life

Schedule of Amortization Periods of Intangible Assets

The amortization periods are as follows:

Category	Amortization periods
Student base		2.2 - 7 years
Trademark		5.4 years & Indefinite
Relationship with partnership school		6.4 years
Franchise agreement		3.4 years

Schedule of Revenues Disaggregated by Revenue Sources

The following table presents the Group’s revenues disaggregated by revenue sources. The Group’s revenue is reported net of discounts, value added tax and surcharges.

	For the years ended December 31,
	2018		2019		2020
	RMB		RMB		RMB
Services:
K-12 tutoring services - group class		817,843		1,103,607		1,153,658
K-12 tutoring services - personalized		364,554		553,654		580,533
K-12 tutoring services - full-time		—		286,593		472,082
Study-abroad test preparation services		860,687		941,537		553,647
Study-abroad consulting services		185,033		218,567		143,995
Total net revenues		2,228,117		3,103,958		2,903,915

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Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2020

Business Acquisition [Line Items]

Summary of Results of Operations Attributable to Acquisitions

The following information summarizes the results of operations attributable to the acquisitions included in the Group’s consolidated statement of operations since the acquisition date:

	For the year ended December 31, 2018
	Shandong Zengyu			Others
	RMB			RMB
Net revenues		8,074			4,495
Net (loss)		(1,362	)		(27	)

	For the year ended December 31, 2019
	Beijing Xiaoze		Xi’an Intest			Dalian Keyuan		Others
	RMB		RMB			RMB		RMB
Net revenues		116,355		61,194			11,697		174,149
Net income (loss)		11,300		(1,740	)		758		33,460

	For the year ended December 31, 2020
	Zhengzhou Youshili
	RMB
Net revenues		5,800
Net income		249

Shandong Zengyu

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Prepaid expenses and other current assets		37,169
Property, plant and equipment, net		1,241			3-5 years
Rental deposits		290
Accrued expenses and other current liabilities		(2,219	)
Deferred revenue		(35,534	)
Intangible assets-student base		6,700			2.2 years
Deferred tax liabilities		(1,675	)
Goodwill		71,028
Total		77,000

Other 2018 Acquirees

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

These transactions were considered business acquisitions and therefore were recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisitions. The purchase price for the acquisition was allocated as follows:

	Amount			Amortization period
	RMB
Cash and cash equivalents		54
Prepaid expenses and other current assets		8,504
Restricted cash		200
Accrued expenses and other current liabilities		(769	)
Deferred revenue		(8,704	)
Intangible assets-student base		1,100			3.5 years
Deferred tax liabilities		(275	)
Goodwill		19,876
Total		19,986

Beijing Xiaoze

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		20,057
Inventories		1,508
Prepaid expenses and other current assets		52,596
Property, plant and equipment, net		205			3-5 years
Operating lease right-of-use assets		63,652
Accrued expenses and other current liabilities		(1,392	)
Deferred revenue		(108,406	)
Operating lease liabilities		(58,621	)
Intangible assets - trademark		43,700			Indefinite
Deferred tax liabilities		(10,925	)
Goodwill		167,626
Total		170,000

Xi'an Intest

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		22,245
Prepaid expenses and other current assets		47
Rental deposits		464
Property, plant and equipment, net		2,074			3-5 years
Operating lease right-of-use assets		45,269
Accrued expenses and other current liabilities		(6,072	)
Deferred revenue		(45,581	)
Operating lease liabilities		(41,469	)
Intangible assets - student base		15,700			3.5 years
Deferred tax liabilities		(3,925	)
Goodwill		124,248
Total		113,000

Dalian Keyuan

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

This transaction was considered a business acquisition and therefore was recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisition. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		8,223
Prepaid expenses and other current assets		64,330
Rental deposits		931
Property, plant and equipment, net		1,204			3-5 years
Operating lease right-of-use assets		37,780
Accrued expenses and other current liabilities		(6,280	)
Deferred revenue		(67,415	)
Bank borrowing		(4,500	)
Operating lease liabilities		(32,333	)
Intangible assets - student base		12,600			4.1 years
Deferred tax liabilities		(3,150	)
Goodwill		160,560
Total		171,950

Other 2019 Acquirees

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

These transactions were considered business acquisitions and therefore were recorded using the acquisition method of accounting. The acquired assets and liabilities were recorded at their fair values at the date of acquisitions. The purchase price for the acquisition was allocated as follows:

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		14,329
Prepaid expenses and other current assets		105,367
Rental deposits		1,155
Restricted cash		1,951
Property, plant and equipment, net		1,990			3-5 years
Operating lease right-of-use assets		69,970
Accrued expenses and other current liabilities		(6,595	)
Deferred revenue		(148,484	)
Operating lease liabilities		(62,772	)
Intangible assets - student base		8,500			2.6-3.6 years
Deferred tax liabilities		(2,125	)
Goodwill		359,671
Total		342,957

Zhengzhou Youshili

Business Acquisition [Line Items]

Allocation of Purchase Price for Acquisition

	Amount			Depreciation or amortization period
	RMB
Cash and cash equivalents		1,420
Inventories		168
Prepaid expenses and other current assets		33,683
Rental deposits		558
Property, plant and equipment, net		52			3-5 years
Operating lease right-of-use assets		23,413
Accrued expenses and other current liabilities		(655	)
Deferred revenue		(36,682	)
Operating lease liabilities		(21,925	)
Intangible assets - student base		3,600			4.1 years
Deferred tax liabilities		(900	)
Goodwill		47,574
Total		50,306

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2019 and 2020 assuming that the acquisition of Zhengzhou Youshili which was completed in 2020 occurred as of January 1, 2019. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results:

	For the years ended December 31,
	2019			2020
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		3,185,922			2,970,758
pro forma net (loss)		(520,417	)		(37,745	)

Shandong Zengyu and Other 2018 Acquirees

Business Acquisition [Line Items]

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2017 and 2018 assuming that the acquisitions of Shandong Zengyu and Other 2018 Acquirees which were completed in 2018 occurred as of January 1, 2017. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results: 

	For the years ended December 31,
	2017			2018
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		1,392,146			2,317,937
pro forma net (loss)		(389,366	)		(824,909	)

Beijing Xiaoze, Xi'an Intest, Dalian Keyuan and Other 2019 Acquirees

Business Acquisition [Line Items]

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information summarizes the results of operations of the Group for the years ended December 31, 2018 and 2019 assuming that the acquisitions of Beijing Xiaoze, Xi’an Intest, Dalian Keyuan and Other 2019 Acquirees which were completed in 2019 occurred as of January 1, 2018. The following pro forma financial information is not necessarily indicative of the results that would have occurred had the acquisitions been completed at the beginning of the periods as indicated, nor is it indicative of future operating results:

	For the years ended December 31,
	2018			2019
	RMB			RMB
	Unaudited			Unaudited
pro forma net revenues		2,928,589			3,481,809
pro forma net (loss)		(836,874	)		(516,704	)

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Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2020

Prepaid Expense And Other Assets Current [Abstract]

Schedule of Prepaid Expense and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	As of December 31,
	2019		2020
	RMB		RMB
Prepaid service fees		68,913		55,683
Staff advances		20,067		17,430
Interest receivable		17,052		48,513
Receivable from disposal of subsidiaries		—		8,470
Others		11,116		11,798
		117,148		141,894

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Property, Plant and Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2020

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consisted of the following:

	As of December 31,
	2019			2020
	RMB			RMB
Buildings		87,792			87,792
Electronic equipment		87,658			91,524
Motor vehicles		9,149			8,111
Furniture and education equipment		46,132			48,173
Leasehold improvement		239,148			248,724
Total		469,879			484,324
Less: Accumulated depreciation		(171,160	)		(219,295	)
		298,719			265,029

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Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following:

	As of December 31,
	2019			2020
	RMB			RMB
Student base		140,409			127,155
Trademark		216,100			216,100
Relationship with partnership school		5,300			5,300
Franchise agreement		4,400			4,400
Total		366,209			352,955
Less: Accumulated amortization		(101,669	)		(123,685	)
Accumulated impairment loss		—			(4,100	)
		264,540			225,170

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Goodwill (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amount of Goodwill

The Group has two reporting units that carry goodwill. The changes in carrying amount of goodwill for the years ended December 31, 2019 and 2020 were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Costs:
Beginning balance		1,243,817		2,055,922
Acquisition of subsidiaries and schools		812,105		47,574
Disposal of subsidiaries and schools		—		(20,345	)
Ending balance		2,055,922		2,083,151
Goodwill impairment loss		—		—
Goodwill, net		2,055,922		2,083,151

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Accrued Expenses And Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2020

Accrued Liabilities, Current [Abstract]

Components of Accrued Expenses and Other Current Liabilities

The components of accrued expenses and other current liabilities were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Consideration payable in connection with business acquisitions		376,187		191,431
Salary and welfare payable		335,024		258,635
Refund liabilities (Note a)		137,510		147,093
Accrued expenses		61,962		129,900
Other tax payable		25,060		12,531
Interest payable		20,342		23,530
Payables for purchase of property, plant and equipment		16,113		8,759
Others		11,517		13,015
		983,715		784,894

Note a: Refund liabilities represented estimated amounts of service fee collected that may be subject to refund to the customers related to K-12 tutoring services and study abroad tutoring services.

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Fair Value Measurement (Tables)

12 Months Ended

Dec. 31, 2020

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

	Fair Value Measurement as of December 31, 2019
	Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
		RMB		RMB		RMB		RMB
Cash and cash equivalents		256,763		—		—		256,763
Restricted cash		386,267		—		—		386,267
Promissory notes		—		174,045		—		174,045
Derivative liabilities		—		—		172,235		172,235
Total		643,030		174,045		172,235		989,310

	Fair Value Measurement as of December 31, 2020
	Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Total
	RMB		RMB		RMB
Cash and cash equivalents		48,497		—		48,497
Restricted cash		540,310		—		540,310
Promissory notes		—		163,125		163,125
Total		588,807		163,125		751,932

Schedule of Reconciliation of Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the years ended December 31, 2018, 2019 and 2020: 

	Derivative liabilities
		RMB
Balance as of January 1, 2019		63,942
Changes in fair value		104,589
Exchange rate effect		3,704
Balance as of December 31, 2019		172,235
Changes in fair value		20,917
Extinguishment of derivative liabilities		(194,265	)
Exchange rate effect		1,113
Balance as of December 31, 2020		—

Derivative Liabilities

Schedule of Key Assumptions Used in Valuation

The key assumptions used in valuation of derivative liabilities are summarized in the table below:

	For the years ended December 31,
	2019			2020
Exit period		2019/12/31			2019/12/31
		–2020/12/31			–2020/6/30
Volatility		77	%		92	%

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Assumptions used to Determined the Estimated Fair Value of Options using the Binomial Option Pricing Model

The Company determined the estimated fair value of the options on the respective grant dates using the binomial option pricing model with the assistance from an independent valuation firm, with the following assumptions used in the years ended December 31, 2018 and 2019. The Company did not grant options in the year ended December 31, 2020.

	For the years ended December 31,
Grant date	2018			2019
Risk-free interest rate		3.40	%		2.51	%
Volatility		46	%		55	%
Dividend yield		—			—
Exercise multiples		2.2-2.8			2.8
Life of options		7.0			7.0
Fair value of underlying ordinary shares		49.67			20.57

Summary of Stock Options Activity

The activity in stock options as of December 31, 2020 and changes during the year then ended is presented below:

	Outstanding options
	Number of options		Weighted average exercise price		Weighted average remaining contractual term (years)		Aggregate intrinsic value
Options outstanding at January 1, 2020		21,646,232		37.78		4.77		123,239
Granted		—		—
Exercised		428,182		3.42
Forfeited		1,317,461		40.53
Options outstanding at December 31, 2020		19,900,589		38.22		3.79		67,901
Options vested and expected to vest as of December 31, 2020		19,900,589		38.22		3.79		67,901
Option exercisable as of December 31, 2020		15,948,198		36.97		3.71		64,135

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Summary of Components of Current and Deferred Income Tax Expenses

The current and deferred components of the income tax expenses appearing in the consolidated statement of operations were as follows:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Current tax expenses		14,265			20,118			20,561
Deferred tax expenses		(8,943	)		(7,930	)		(11,366	)
		5,322			12,188			9,195

Summary of Principle Components of Deferred Tax

The principle components of deferred taxes were as follows:

	As of December 31,
	2019			2020
	RMB			RMB
Deferred tax assets:
Accrued expenses		42,443			33,946
Net operating loss carrying forwards		222,722			229,332
Total deferred tax assets		265,165			263,278
Less: Valuation allowance		(262,966	)		(259,756	)
Deferred tax assets, net		2,199			3,522

	As of December 31,
	2019		2020
	RMB		RMB
Deferred tax liabilities:
Acquired intangible assets		81,969		71,674
Total deferred tax liabilities		81,969		71,674

Reconciliation of Effective Tax Rate and Statutory Income Tax Rate

The reconciliation of the effective tax rate and the statutory income tax rate applicable to PRC operations was as follow:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Loss before income taxes		(828,087	)		(507,446	)		(27,465	)
Income tax benefit computed at an applicable tax rate of 25%		(207,022	)		(126,862	)		(6,866	)
Effect of non-deductible expenses		108,479			57,888			33,462
Effect of research and development super-deduction		(1,970	)		(6,672	)		(9,473	)
Effect of income tax rate differences in jurisdictions other than PRC		38,490			30,189			(3,075	)
Effect of preferential tax rate		(554	)		(12,211	)		(14,228	)
Change in valuation allowance		67,899			69,856			9,375
		5,322			12,188			9,195

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Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2020

Net Loss Per Share [Abstract]

Computation of Basic and Diluted Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share for the periods indicated:

	For the years ended December 31,
	2018			2019			2020
	RMB			RMB			RMB
Numerator used in basic and diluted net loss per share:
Net loss attributable to ordinary shareholders of Puxin Limited		(833,411	)		(518,533	)		(32,206	)
Shares (denominator):
Weighted average common shares outstanding used in computing basic and diluted net loss per share (Note 1)		144,157,947			170,903,317			174,156,247
Net loss per share basic and diluted		(5.78	)		(3.03	)		(0.18	)

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Related Party Transaction (Tables)

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Schedule of Significant Balances Between the Group and its Related Parties

The significant balances between the Group and its related parties were as follows:

	As of December 31,
	2019		2020
	RMB		RMB
Amounts due to:
Mr. Yunlong Sha		1,197		170,229
Ms. Wenjing Song		254		164
		1,451		170,393

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Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Schedule of Operating Lease

	For the years ended December 31,
		2019		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases		373,230		361,432
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases		643,722		315,751
Weighted average remaining lease term
Operating leases		4.59 years		4.63 years
Weighted average discount rate
Operating leases		7.46	%	7.53	%

Schedule of Maturity Analysis of Annual Undiscounted Cash Flows

The following is a maturity analysis of the annual undiscounted cash flows for the annual periods as of December 31, 2020:

Years ending December 31,
2021	329,673
2022	243,799
2023	181,106
2024	120,543
2025	84,251
Thereafter	132,094
Less imputed interest	150,898
Total	940,568

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Schedule of Revenue and Gross Profit by Segment

The revenue and gross profit by segments were as follows:

	For the year ended December 31, 2018
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		1,182,397		1,045,720		2,228,117
Cost of revenues		706,917		535,972		1,242,889
Gross profit		475,480		509,748		985,228

	For the year ended December 31, 2019
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		1,943,854		1,160,104		3,103,958
Cost of revenues		1,055,205		574,242		1,629,447
Gross profit		888,649		585,862		1,474,511

	For the year ended December 31, 2020
	K-12		Study abroad
	tutoring services		tutoring services		Consolidated
Net revenues		2,206,273		697,642		2,903,915
Cost of revenues		1,205,656		352,940		1,558,596
Gross profit		1,000,617		344,702		1,345,319

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Organization and Principal Activities - Additional Information (Details) - CNY (¥)		1 Months Ended		12 Months Ended
	Aug. 04, 2017	Jun. 30, 2018	Feb. 28, 2018	Dec. 31, 2020	Dec. 31, 2018	Dec. 31, 2019
Organization And Principal Activities [Line Items]
Aggregate shares issued	99,990,000
Ordinary Shares [Member]
Organization And Principal Activities [Line Items]
Aggregate shares issued					26,827,744
VIE
Organization And Principal Activities [Line Items]
Maximum value of assets in single transaction				¥ 100,000
VIE and Subsidiaries and Schools
Organization And Principal Activities [Line Items]
Percentage of aggregate consolidated assets				70.70%		75.80%
Percentage of aggregate consolidated liabilities				83.70%		88.00%
IPO
Organization And Principal Activities [Line Items]
Aggregate shares issued		16,560,000
IPO | Preferred Series A Shares
Organization And Principal Activities [Line Items]
Aggregate shares issued			11,917,880
IPO | Ordinary Shares [Member]
Organization And Principal Activities [Line Items]
Aggregate shares issued			52,082,120		16,560,000
IPO | VIE
Organization And Principal Activities [Line Items]
Percentage of equity interest transfer to related party of holder			3.6335%
IPO | VIE | Mr. Yunlong Sha
Organization And Principal Activities [Line Items]
Percentage of equity interest with preferential feature sold			5.00%

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Organization and Principal Activities - Schedule of Financial Information of VIE and Its Subsidiaries and Schools (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2020 USD ($)
Variable Interest Entity [Line Items]
Cash and cash equivalents	¥ 48,497		¥ 256,763	¥ 778,006	$ 7,432
Prepaid expenses and other current assets	141,894		117,148		21,746
Total current assets	942,992		927,992		144,519
Total assets	4,617,594		4,707,055		707,676
Total current liabilities	3,144,353		3,308,361		481,893
Total liabilities	4,198,471		4,446,997		$ 643,444
Net revenues	2,903,915	$ 445,044	3,103,958	2,228,117
Net (loss) income	(36,660)	(5,618)	(519,634)	(833,409)
Net cash (used in) generated from operating activities	(203,330)	(31,161)	24,684	(92,905)
Net cash used in investing activities	(84,316)	(12,922)	(411,309)	(156,917)
Net cash generated from (used in) financing activities	256,246	$ 39,270	204,246	831,506
VIE and Subsidiaries and Schools
Variable Interest Entity [Line Items]
Cash and cash equivalents	37,843		238,907
Prepaid expenses and other current assets	78,425		88,571
Total current assets	147,148		340,789
Total assets	3,264,946		3,569,949
Total current liabilities	2,762,722		3,035,344
Total liabilities	3,513,374		3,914,723
Net revenues	2,897,010		3,094,044	2,219,638
Net (loss) income	149,378		(31,712)	(254,754)
Net cash (used in) generated from operating activities	(49,168)		142,437	(81,041)
Net cash used in investing activities	(54,383)		(219,186)	(156,917)
Net cash generated from (used in) financing activities	¥ (82,301)		¥ 83,361	¥ 20,505

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Summary of Significant Accounting Policies - Additional Information (Details) ¥ in Thousands, $ in Thousands	2 Months Ended	12 Months Ended
	Mar. 31, 2021 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Apr. 30, 2021 CNY (¥)	Dec. 31, 2020 USD ($)	Jan. 01, 2018 CNY (¥)
Summary Of Significant Accounting Policies [Line Items]
Impairment of goodwill		¥ 0	¥ 0	¥ 0
Renminbi ("RMB") to per one U.S. dollar exchange rate		6.5250				6.5250
Valuation allowance for loan receivables		¥ 0	0	¥ 0
Accumulated deficit		¥ (2,026,891)	(1,991,220)			$ (310,635)
Tutoring services and test preparation services maximum amortization period		1 year
Revenue, remaining performance obligation, expected timing of unsatisfaction, maximum period		1 year
Small scale VAT payer, VAT rate		3.00%
General VAT payer, VAT rate		6.00%
Aggregate Amounts Denominated in RMB		¥ 73,805	¥ 281,450
Nonacademic Educational Programs and Services
Summary Of Significant Accounting Policies [Line Items]
Small scale VAT payer, VAT rate		3.00%
Topic 606 | Cumulative Impact of Adopting Topic 606
Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit							¥ 48,316
Subsequent Event [Member] | Line Of Credit Facilities From Two Third Parties [Member]
Summary Of Significant Accounting Policies [Line Items]
Line of credit maximum borrowing capacity					¥ 200,000
Subsequent Event [Member] | Convertible Notes Payable [Member]
Summary Of Significant Accounting Policies [Line Items]
Proceeds from convertible notes | $	$ 89,000
Other Income [Member]
Summary Of Significant Accounting Policies [Line Items]
Vat Exemption		¥ 86,212

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Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of the Assets (Details)	12 Months Ended
	Dec. 31, 2020
Buildings
Property Plant And Equipment [Line Items]
Property, plant and equipment, estimated useful lives	37 years
Electronic Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, estimated useful lives	3 years
Motor Vehicles
Property Plant And Equipment [Line Items]
Property, plant and equipment, estimated useful lives	5 years
Furniture and Education Equipment
Property Plant And Equipment [Line Items]
Property, plant and equipment, estimated useful lives	5 years
Leasehold Improvement
Property Plant And Equipment [Line Items]
Property, plant and equipment, estimated useful lives	Shorter of lease term or estimated economic life

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Summary of Significant Accounting Policies - Summary of Acquired Intangible Assets Other than Goodwill (Details)	12 Months Ended
	Dec. 31, 2020
Student Base | Minimum
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, amortization periods	2 years 2 months 12 days
Student Base | Maximum
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, amortization periods	7 years
Trademark
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, amortization periods	5 years 4 months 24 days
Acquired intangible assets, amortization method	Indefinite
Relationship with Partnership School
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, amortization periods	6 years 4 months 24 days
Franchise Agreement
Finite Lived Intangible Assets [Line Items]
Acquired intangible assets, amortization periods	3 years 4 months 24 days

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Summary of Significant Accounting Policies - Disaggregated by Revenue Sources (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Disaggregation Of Revenue [Line Items]
Total net revenues	¥ 2,903,915	$ 445,044	¥ 3,103,958	¥ 2,228,117
K-12 tutoring services - group class
Disaggregation Of Revenue [Line Items]
Total net revenues	1,153,658		1,103,607	817,843
K-12 tutoring services - personalized
Disaggregation Of Revenue [Line Items]
Total net revenues	580,533		553,654	364,554
K-12 tutoring services - full-time
Disaggregation Of Revenue [Line Items]
Total net revenues	472,082		286,593
Study-abroad test preparation services
Disaggregation Of Revenue [Line Items]
Total net revenues	553,647		941,537	860,687
Study-abroad consulting services
Disaggregation Of Revenue [Line Items]
Total net revenues	¥ 143,995		¥ 218,567	¥ 185,033

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Summary of Significant Accounting Policies - Additional Information (Details 1) ¥ in Thousands	Dec. 31, 2020 CNY (¥)
Summary Of Significant Accounting Policies [Line Items]
Remaining performance obligations, amount	¥ 125,605
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Summary Of Significant Accounting Policies [Line Items]
Remaining performance obligations, amount	¥ 100,500
Remaining performance obligations, revenue recognition period	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Summary Of Significant Accounting Policies [Line Items]
Remaining performance obligations, amount	¥ 19,677
Remaining performance obligations, revenue recognition period	24 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Summary Of Significant Accounting Policies [Line Items]
Remaining performance obligations, amount	¥ 5,428
Remaining performance obligations, revenue recognition period

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Business Acquisition - Additional Information (Details) - CNY (¥) ¥ in Thousands						12 Months Ended
	Dec. 01, 2020	Nov. 29, 2019	Jul. 09, 2019	Jul. 01, 2019	Nov. 01, 2018	Dec. 31, 2019	Dec. 31, 2018
Shandong Zengyu
Business Acquisition [Line Items]
Percentage of equity interest acquired					100.00%
Total cash consideration for acquisition					¥ 77,000
Other 2018 Acquirees
Business Acquisition [Line Items]
Percentage of equity interest acquired							100.00%
Total consideration for acquisition							¥ 19,986
Total cash consideration for acquisition							¥ 19,266
Other 2018 Acquirees | Long belief Limited
Business Acquisition [Line Items]
Warrant issued during period, shares, purchase of assets							49,348
Beijing Xiaoze
Business Acquisition [Line Items]
Percentage of equity interest acquired				100.00%
Total cash consideration for acquisition				¥ 170,000
Xi'an Intest
Business Acquisition [Line Items]
Percentage of equity interest acquired			100.00%
Total cash consideration for acquisition			¥ 113,000
Dalian Keyuan
Business Acquisition [Line Items]
Percentage of equity interest acquired		100.00%
Total cash consideration for acquisition		¥ 171,950
Other 2019 Acquirees
Business Acquisition [Line Items]
Percentage of equity interest acquired						100.00%
Total cash consideration for acquisition						¥ 342,957
Zhengzhou Youshili
Business Acquisition [Line Items]
Percentage of equity interest acquired	100.00%
Total cash consideration for acquisition	¥ 50,306

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Business Acquisition - Allocation of Purchase Price for Acquisition (Details) ¥ in Thousands, $ in Thousands						12 Months Ended
	Dec. 01, 2020 CNY (¥)	Nov. 29, 2019 CNY (¥)	Jul. 09, 2019 CNY (¥)	Jul. 01, 2019 CNY (¥)	Nov. 01, 2018 CNY (¥)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2020 USD ($)
Business Acquisition [Line Items]
Goodwill						¥ 2,083,151	¥ 2,055,922		$ 319,257
Trademark
Business Acquisition [Line Items]
Depreciation or amortization period, intangible assets						5 years 4 months 24 days
Student Base | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, intangible assets						2 years 2 months 12 days
Student Base | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, intangible assets						7 years
Shandong Zengyu
Business Acquisition [Line Items]
Prepaid expenses and other current assets					¥ 37,169
Property, plant and equipment, net					1,241
Rental deposits					290
Deferred revenue					(35,534)
Accrued expenses and other current liabilities					(2,219)
Deferred tax liabilities					(1,675)
Goodwill					71,028
Total					¥ 77,000
Shandong Zengyu | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net					3 years
Shandong Zengyu | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net					5 years
Shandong Zengyu | Student Base
Business Acquisition [Line Items]
Intangible assets					¥ 6,700
Depreciation or amortization period, intangible assets					2 years 2 months 12 days
Other 2018 Acquirees
Business Acquisition [Line Items]
Cash and cash equivalents								¥ 54
Prepaid expenses and other current assets								8,504
Restricted cash								200
Deferred revenue								(8,704)
Accrued expenses and other current liabilities								(769)
Deferred tax liabilities								(275)
Goodwill								19,876
Total								19,986
Other 2018 Acquirees | Student Base
Business Acquisition [Line Items]
Intangible assets								¥ 1,100
Depreciation or amortization period, intangible assets								3 years 6 months
Beijing Xiaoze
Business Acquisition [Line Items]
Cash and cash equivalents				¥ 20,057
Inventories				1,508
Prepaid expenses and other current assets				52,596
Property, plant and equipment, net				205
Operating lease right-of-use assets				63,652
Deferred revenue				(108,406)
Operating lease liabilities				(58,621)
Accrued expenses and other current liabilities				(1,392)
Deferred tax liabilities				(10,925)
Goodwill				167,626
Total				¥ 170,000
Beijing Xiaoze | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net				3 years
Beijing Xiaoze | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net				5 years
Beijing Xiaoze | Trademark
Business Acquisition [Line Items]
Intangible assets				¥ 43,700
Depreciation or amortization period, intangible assets				Indefinite
Xi'an Intest
Business Acquisition [Line Items]
Cash and cash equivalents			¥ 22,245
Prepaid expenses and other current assets			47
Property, plant and equipment, net			2,074
Operating lease right-of-use assets			45,269
Rental deposits			464
Deferred revenue			(45,581)
Operating lease liabilities			(41,469)
Accrued expenses and other current liabilities			(6,072)
Deferred tax liabilities			(3,925)
Goodwill			124,248
Total			¥ 113,000
Xi'an Intest | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net			3 years
Xi'an Intest | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net			5 years
Xi'an Intest | Student Base
Business Acquisition [Line Items]
Intangible assets			¥ 15,700
Depreciation or amortization period, intangible assets			3 years 6 months
Dalian Keyuan
Business Acquisition [Line Items]
Cash and cash equivalents		¥ 8,223
Prepaid expenses and other current assets		64,330
Property, plant and equipment, net		1,204
Operating lease right-of-use assets		37,780
Rental deposits		931
Deferred revenue		(67,415)
Bank borrowing		(4,500)
Operating lease liabilities		(32,333)
Accrued expenses and other current liabilities		(6,280)
Deferred tax liabilities		(3,150)
Goodwill		160,560
Total		¥ 171,950
Dalian Keyuan | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net		3 years
Dalian Keyuan | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net		5 years
Dalian Keyuan | Student Base
Business Acquisition [Line Items]
Intangible assets		¥ 12,600
Depreciation or amortization period, intangible assets		4 years 1 month 6 days
Other 2019 Acquirees
Business Acquisition [Line Items]
Cash and cash equivalents							14,329
Prepaid expenses and other current assets							105,367
Restricted cash							1,951
Property, plant and equipment, net							1,990
Operating lease right-of-use assets							69,970
Rental deposits							1,155
Deferred revenue							(148,484)
Operating lease liabilities							(62,772)
Accrued expenses and other current liabilities							(6,595)
Deferred tax liabilities							(2,125)
Goodwill							359,671
Total							¥ 342,957
Other 2019 Acquirees | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net							3 years
Other 2019 Acquirees | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net							5 years
Other 2019 Acquirees | Student Base
Business Acquisition [Line Items]
Intangible assets							¥ 8,500
Other 2019 Acquirees | Student Base | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, intangible assets							2 years 7 months 6 days
Other 2019 Acquirees | Student Base | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, intangible assets							3 years 7 months 6 days
Zhengzhou Youshili
Business Acquisition [Line Items]
Cash and cash equivalents	¥ 1,420
Inventories	168
Prepaid expenses and other current assets	33,683
Property, plant and equipment, net	52
Operating lease right-of-use assets	23,413
Rental deposits	558
Deferred revenue	(36,682)
Operating lease liabilities	(21,925)
Accrued expenses and other current liabilities	(655)
Deferred tax liabilities	(900)
Goodwill	47,574
Total	¥ 50,306
Zhengzhou Youshili | Minimum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net	3 years
Zhengzhou Youshili | Maximum
Business Acquisition [Line Items]
Depreciation or amortization period, property, plant and equipment, net	5 years
Zhengzhou Youshili | Student Base
Business Acquisition [Line Items]
Intangible assets	¥ 3,600
Depreciation or amortization period, intangible assets	4 years 1 month 6 days

XML

Business Acquisition - Summary of Results of Operations Attributable to Acquisitions (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Shandong Zengyu
Business Acquisition [Line Items]
Net revenues			¥ 8,074
Net income (loss)			(1,362)
Other 2018 Acquirees
Business Acquisition [Line Items]
Net revenues			4,495
Net income (loss)			¥ (27)
Beijing Xiaoze
Business Acquisition [Line Items]
Net revenues		¥ 116,355
Net income (loss)		11,300
Xi'an Intest
Business Acquisition [Line Items]
Net revenues		61,194
Net income (loss)		(1,740)
Dalian Keyuan
Business Acquisition [Line Items]
Net revenues		11,697
Net income (loss)		758
Other 2019 Acquirees
Business Acquisition [Line Items]
Net revenues		174,149
Net income (loss)		¥ 33,460
Zhengzhou Youshili
Business Acquisition [Line Items]
Net revenues	¥ 5,800
Net income (loss)	¥ 249

XML

Business Acquisition - Unaudited Pro forma Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Shandong Zengyu and Other 2018 Acquirees
Business Acquisition [Line Items]
pro forma net revenues			¥ 2,317,937	¥ 1,392,146
pro forma net (loss)			(824,909)	¥ (389,366)
Beijing Xiaoze, Xi'an Intest, Dalian Keyuan and Other 2019 Acquirees
Business Acquisition [Line Items]
pro forma net revenues		¥ 3,481,809	2,928,589
pro forma net (loss)		(516,704)	¥ (836,874)
Zhengzhou Youshili
Business Acquisition [Line Items]
pro forma net revenues	¥ 2,970,758	3,185,922
pro forma net (loss)	¥ (37,745)	¥ (520,417)

XML

Disposal of Subsidiaries - Additional Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Apr. 30, 2020
Puxin Online School [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of sale of equity interest	100.00%
Total cash consideration received on disposal	¥ 37,399
Proceeds from sale of disposal of subsidiary	35,529
Gain on disposal of subsidiaries and schools	¥ 66,000
Disposal of Certain Subsidiaries and Schools [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total cash consideration received on disposal		¥ 8,000
Gain on disposal of subsidiaries and schools		60,968
Settlement Amount		¥ 58,000
Disposal of Certain Subsidiaries and Schools [Member] | Prepaid Expenses and Other Current Assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of settlement amount receivable	10.00%
Disposal of Certain Subsidiaries and Schools [Member] | Other non-current assets [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of settlement amount receivable	90.00%
Disposal of Certain Subsidiaries and Schools [Member] | Settlement Period Within Two Thousand and Twenty One [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of settlement amount receivable	10.00%
Disposal of Certain Subsidiaries and Schools [Member] | Settlement Period Within Twenty Four Months After the Date of the Disposal Agreement [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of settlement amount receivable	60.00%
Disposal of Certain Subsidiaries and Schools [Member] | Settlement Period Within Thirty Months After the Date of the Disposal Agreement [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of settlement amount receivable	30.00%

XML

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Prepaid service fees	¥ 55,683		¥ 68,913
Staff advances	17,430		20,067
Interest receivable	48,513		17,052
Receivable from disposal of subsidiaries	8,470
Others	11,798		11,116
Prepaid expenses and other current assets	¥ 141,894	$ 21,746	¥ 117,148

XML

Loan Receivables - Additional Information (Details) ¥ in Thousands, $ in Thousands		1 Months Ended		12 Months Ended
	Feb. 28, 2020	Apr. 30, 2020 CNY (¥)	Sep. 30, 2019 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CNY (¥)	Sep. 30, 2019 CNY (¥)
Accounts Notes And Loans Receivable [Line Items]
Advance from third parties		¥ 15,670
Rate of interests		4.75%
Loan agreement term		12 months
AHA
Accounts Notes And Loans Receivable [Line Items]
Advance from third parties			$ 27,468			¥ 191,230
Rate of interests			18.00%
Loan agreement term			12 months
Increase in advance from third parties				$ 4,290	¥ 27,993
Loan agreement extended term	Sep. 06, 2021

XML

Property, Plant and Equipment, Net - Schedule of Property, Plant And Equipment (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)
Property Plant And Equipment [Line Items]
Total	¥ 484,324		¥ 469,879
Less: Accumulated depreciation	(219,295)		(171,160)
Property, plant and equipment, net	265,029	$ 40,617	298,719
Buildings
Property Plant And Equipment [Line Items]
Total	87,792		87,792
Electronic Equipment
Property Plant And Equipment [Line Items]
Total	91,524		87,658
Motor Vehicles
Property Plant And Equipment [Line Items]
Total	8,111		9,149
Furniture and Education Equipment
Property Plant And Equipment [Line Items]
Total	48,173		46,132
Leasehold Improvement
Property Plant And Equipment [Line Items]
Total	¥ 248,724		¥ 239,148

XML

Property, Plant and Equipment, Net - Additional Information (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Property, Plant and Equipment [Abstract]
Depreciation expenses	¥ 80,290	$ 12,305	¥ 77,859	¥ 57,696

XML

Intangible Assets - Schedule of Intangible Assets (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)
Intangible Assets By Major Class [Line Items]
Intangible assets, gross	¥ 352,955		¥ 366,209
Less: Accumulated amortization	(123,685)		(101,669)
Less: Accumulated impairment loss	(4,100)
Intangible assets, net	225,170	$ 34,509	264,540
Student Base
Intangible Assets By Major Class [Line Items]
Intangible assets, gross	127,155		140,409
Trademarks
Intangible Assets By Major Class [Line Items]
Intangible assets, gross	216,100		216,100
Relationship with Partnership School
Intangible Assets By Major Class [Line Items]
Intangible assets, gross	5,300		5,300
Franchise Agreement
Intangible Assets By Major Class [Line Items]
Intangible assets, gross	¥ 4,400		¥ 4,400

XML

Intangible Assets - Additional Information (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment loss on acquired intangible assets	¥ 4,100	$ 628
Amortization of intangible assets	34,266	$ 5,251	¥ 34,938	¥ 32,749
Amortization expenses for the year ended December 31, 2021	21,359
Amortization expenses for the year ended December 31, 2022	18,160
Amortization expenses for the year ended December 31, 2023	4,804
Amortization expenses for the year ended December 31, 2024	1,074
Amortization expenses for the year ended December 31, 2025	138
Amortization expenses thereafter	¥ 35

XML

Goodwill - Schedule of Changes in Carrying Amount of Goodwill (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance	¥ 2,055,922		¥ 1,243,817
Acquisition of subsidiaries and schools	47,574		812,105
Disposal of subsidiaries and schools	(20,345)
Ending balance	2,083,151		2,055,922	¥ 1,243,817
Accumulated goodwill impairment loss	0		0	¥ 0
Goodwill	¥ 2,083,151	$ 319,257	¥ 2,055,922

XML

Goodwill - Additional Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss	¥ 0	¥ 0	¥ 0

XML

Accrued Expenses and Other Current Liabilities - Components of Accrued Expenses and Other Current Liabilities (Details) ¥ in Thousands, $ in Thousands		Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)
Accrued Liabilities, Current [Abstract]
Consideration payable in connection with business acquisitions		¥ 191,431		¥ 376,187
Salary and welfare payable		258,635		335,024
Refund liabilities	[1]	147,093		137,510
Accrued expenses		129,900		61,962
Other tax payable		12,531		25,060
Interest payable		23,530		20,342
Payables for purchase of property, plant and equipment		8,759		16,113
Others		13,015		11,517
Accrued expenses and other current liabilities		¥ 784,894	$ 120,290	¥ 983,715

[1] Refund liabilities represented estimated amounts of service fee collected that may be subject to refund to the customers related to K-12 tutoring services and study abroad tutoring services.

XML

Bank Borrowings - Additional Information (Details) ¥ in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Mar. 31, 2020 CNY (¥)	Apr. 30, 2019 CNY (¥)	Dec. 31, 2020 CNY (¥)	Jun. 30, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Repayment of bank borrowings amount			¥ 250,900
Interest expense on bank borrowings			22,049		¥ 13,269	¥ 1,148
Industrial and Commercial Bank of China | Bank Borrowing Agreement | Nanjing Innovation School | Puxin Education as Guarantors
Debt Instrument [Line Items]
Bank borrowing agreement amount				¥ 10,000
Annual interest rate				4.35%
Bank borrowing term				6 months
China Everbright Bank | Bank Borrowing Agreement | Beijing Haidian Puxin Training School | Puxin Education as Guarantors
Debt Instrument [Line Items]
Bank borrowing agreement amount	¥ 5,000
Annual interest rate	4.05%
Bank borrowing term	12 months
SPD Bank | Bank Borrowing Agreement | Puxin Education
Debt Instrument [Line Items]
Bank borrowing agreement amount			¥ 660,000		¥ 408,600
Annual interest rate					4.35%			4.35%
Bank borrowing term			12 months
Deposits amount					¥ 348,090			$ 50,000
Repayment of bank borrowings amount			¥ 314,100		¥ 94,500
SPD Bank | Bank Borrowing Agreement | Puxin Education | Maximum
Debt Instrument [Line Items]
Annual interest rate			5.22%				5.22%
Bank borrowing term					12 months
SPD Bank | Bank Borrowing Agreement | Puxin Education | Minimum
Debt Instrument [Line Items]
Annual interest rate			4.27%				4.27%
Bank borrowing term					6 months
SPD Bank | Bank Borrowing Agreement | Puxin Education | Current Portion of Restricted Cash Deposits Pledged
Debt Instrument [Line Items]
Bank borrowing agreement amount			¥ 500,000
Deposits amount			514,496				$ 78,850
SPD Bank | Bank Borrowing Agreement | Puxin Education | Buildings of Beijing Global Education Technology Co Ltd Pledged
Debt Instrument [Line Items]
Collateral amount			160,000
Repayment of bank borrowings amount			¥ 80,000
Xiamen International Bank | Bank Borrowing Agreement | Puxin Education | Buildings of Beijing Global Education Technology Co Ltd Pledged
Debt Instrument [Line Items]
Bank borrowing agreement amount		¥ 41,000
Annual interest rate		7.00%
Bank borrowing term		6 months

XML

Loans Payable to Third Parties - Additional Information (Details) ¥ in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Apr. 30, 2020 CNY (¥)	Dec. 31, 2020 CNY (¥) Agreement	Dec. 31, 2020 USD ($) Agreement	Dec. 31, 2019 CNY (¥) Agreement	Dec. 31, 2018 CNY (¥)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Advance from third parties	¥ 15,670
Repayments		¥ 19,500		¥ 133,200
Repayments		250,900
Rate of interests	4.75%
Loan agreement term	12 months
Percentage of equity interests pledged				100.00%
Interest expense		80,319	$ 12,309	¥ 71,099	¥ 51,901
Amended Agreement One
Debt Instrument [Line Items]
Advance from third parties		¥ 100,000
Debt instrument, maturity date		May 31, 2021	May 31, 2021
Amended Agreement Two
Debt Instrument [Line Items]
Advance from third parties		¥ 20,886
Debt instrument, maturity date		Jun. 30, 2022	Jun. 30, 2022
Loan Agreement [Member] | Prepshine HK or Mr. Yunlong Sha [Member]
Debt Instrument [Line Items]
Debt default long term debt payment amount | $						$ 10,000
Number Of Loan Agreement Defaults | Agreement		1	1
Puxin Education
Debt Instrument [Line Items]
Advance from third parties		¥ 220,046		¥ 162,938
Repayments		¥ 42,052
Percentage of equity interests pledged		70.00%				70.00%
Number of other loan agreements | Agreement		6	6	3
Puxin Education | Loans
Debt Instrument [Line Items]
Interest expense		¥ 39,336		¥ 20,451	¥ 2,433
Puxin Education | Minimum
Debt Instrument [Line Items]
Rate of interests		0.00%	0.00%	0.00%
Loan agreement term		12 months	12 months	6 months
Puxin Education | Maximum
Debt Instrument [Line Items]
Repayments		¥ 2,501
Rate of interests		15.00%	15.00%	14.00%
Loan agreement term		36 months	36 months	12 months
Percentage of equity interests pledged		70.00%		100.00%		70.00%
Puxin Education | Taiyuan Puxin Art, Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song
Debt Instrument [Line Items]
Advance from third parties		¥ 106,100		¥ 384,100
Puxin Education | Taiyuan Puxin Art, Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song | Minimum
Debt Instrument [Line Items]
Rate of interests		7.00%	7.00%	7.00%
Loan agreement term		3 months	3 months	3 months
Puxin Education | Taiyuan Puxin Art, Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song | Maximum
Debt Instrument [Line Items]
Rate of interests		9.20%	9.20%	9.50%
Loan agreement term		12 months	12 months	12 months

XML

Convertible Notes - Additional Information (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands			1 Months Ended		2 Months Ended	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 29, 2017 CNY (¥) shares	Aug. 04, 2017 CNY (¥) shares	Feb. 28, 2018 CNY (¥)	Jun. 30, 2017 CNY (¥)	Feb. 28, 2018 CNY (¥)	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2019	Feb. 28, 2018 CNY (¥)	Dec. 31, 2020 CNY (¥) shares	Dec. 31, 2020 USD ($) shares	Jun. 30, 2020	Dec. 31, 2019 CNY (¥)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 CNY (¥)	Dec. 31, 2018 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Sep. 29, 2017 USD ($) $ / shares	Aug. 04, 2017 USD ($) $ / shares
Line Of Credit Facility [Line Items]
Loss on Extinguishment of Convertible Notes															¥ (900)
Net loss										¥ (36,660)	$ (5,618)		¥ (519,634)		¥ (833,409)
Convertible Debt
Line Of Credit Facility [Line Items]
Line of credit facility				¥ 300,000
Huazhong
Line Of Credit Facility [Line Items]
Fair value of convertible note			¥ 207,300		¥ 207,300				¥ 207,300
Proceeds from convertible notes			190,000
Huazhong | Convertible Debt
Line Of Credit Facility [Line Items]
Drawn down a principal amount			¥ 190,000		¥ 190,000				¥ 190,000
Annual interest rate			12.00%		12.00%				12.00%
Debt instrument maturity term									22 months
Debt instrument extended maturity term									36 months
Debt instrument description															58th month	58th month
Accrued unpaid interest rate per annum				18.00%
Lock-up period expiration term			3 months
Debt instrument principle amount			¥ 193,400		¥ 193,400				¥ 193,400
Warrants issued			¥ 14,800
Loss (gain) on change in fair value of convertible notes					¥ 7,100										¥ (14,800)
Fair value of warrants															0
Warrants exercised															¥ 0
Warrant expiration period													2019-03	2019-03
Huazhong | IPO | Convertible Debt
Line Of Credit Facility [Line Items]
Conversion rate of public offering price of the ordinary shares										70.00%	70.00%		80.00%	80.00%	90.00%	90.00%
Huazhong | Maximum | Convertible Debt
Line Of Credit Facility [Line Items]
Percentage of internal rate of return				30.00%
Net loss				¥ 950,000
Huazhong | Minimum | Convertible Debt
Line Of Credit Facility [Line Items]
Percentage of internal rate of return				18.00%
Haitong | Convertible Debt
Line Of Credit Facility [Line Items]
Loss (gain) on change in fair value of convertible notes											$ 0			$ 0	¥ 42,792	$ 6,714
Haitong | IPO
Line Of Credit Facility [Line Items]
Debt instrument, convertible into ordinary shares | shares		4,201,681
Debt instrument, convertible, conversion price | $ / shares																				$ 5.95
Debt instrument, convertible, conversion ratio		70
Haitong | IPO | Convertible Debt
Line Of Credit Facility [Line Items]
Conversion rate of public offering price of the ordinary shares						60.00%	65.00%								70.00%	70.00%
Annual interest rate		12.00%																		12.00%
Debt instrument maturity term		5 years
Debt instrument principle amount		¥ 168,180																		$ 25,000
CICC ALPHA
Line Of Credit Facility [Line Items]
Debt instrument, convertible into ordinary shares | shares	3,865,547
Debt instrument, convertible, conversion price | $ / shares																			$ 5.95
Debt instrument, convertible, conversion ratio	70
CICC ALPHA | Convertible Debt
Line Of Credit Facility [Line Items]
Conversion rate of public offering price of the ordinary shares								70.00%				55.00%
Annual interest rate	15.00%																		15.00%
Debt instrument maturity term	4 years
Debt instrument principle amount	¥ 153,026																		$ 23,000
Loss (gain) on change in fair value of convertible notes											0			0	¥ 52,368	$ 8,217
Fair value of derivative liabilities													¥ 172,235		63,942		$ 24,740	$ 9,300
Changes in fair value of derivative liabilities										¥ 20,917	2,939		¥ 104,589	$ 15,440	¥ 44,288	$ 6,500
CICC ALPHA | Maximum | Convertible Debt | Founder Awards
Line Of Credit Facility [Line Items]
Percentage of internal rate of return	30.00%
CICC ALPHA | Minimum | Convertible Debt | Floor Return
Line Of Credit Facility [Line Items]
Percentage of internal rate of return	25.00%
Mr. Yunlong Sha | CICC ALPHA | Convertible Debt | Floor Return
Line Of Credit Facility [Line Items]
Amount contibuted by founder to meet the shortfall										¥ 293,861	$ 41,945
Number of equity shares purchased to settle compensation shortfall | shares										3,865,547	3,865,547

XML

Promissory Notes - Additional Information (Details) ¥ in Thousands, $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Aug. 04, 2017 CNY (¥)	Feb. 28, 2018	Feb. 28, 2018	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)	Aug. 04, 2021	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Aug. 04, 2019	Aug. 04, 2017 USD ($)
Debt Instrument [Line Items]
Recognized interest expense				¥ 80,319	$ 12,309	¥ 71,099	¥ 51,901
Promissory Note | Haitong
Debt Instrument [Line Items]
Debt instrument principle amount	¥ 168,180											$ 25,000
Annual interest rate								10.00%			8.00%
Debt instrument maturity term	2 years
Recognized interest expense				17,308		37,379	¥ 32,026
Promissory Note | Amendment of Convertible Notes | Huazhong
Debt Instrument [Line Items]
Annual interest rate		12.00%	12.00%
Debt instrument maturity term			22 months
Debt instrument extended maturity term			36 months
Warrant expiration period		2019-03
Promissory Note | Amended Notes Maturing On August 4, 2021 [Member] | Haitong
Debt Instrument [Line Items]
Debt instrument principle amount				¥ 87,023					$ 12,500
Debt instrument, maturity date				Aug. 04, 2021	Aug. 04, 2021
Promissory Note | Third Anniversary
Debt Instrument [Line Items]
Debt instrument principle amount						¥ 87,023				$ 12,500
Debt instrument, maturity date				Aug. 04, 2020	Aug. 04, 2020	Aug. 04, 2020
Promissory Note | Fourth Anniversary
Debt Instrument [Line Items]
Debt instrument principle amount						¥ 87,022				$ 12,500
Debt instrument, maturity date						Aug. 04, 2021

XML

Fair Value Measurement - Schedule of Key Assumptions Used in Valuation of Derivative Liabilities (Details) - Derivative Liabilities	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Exit period	Dec. 31, 2019	Dec. 31, 2019
Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Exit period	Jun. 30, 2020	Dec. 31, 2020
Volatility
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Measurement input	92	77

XML

Fair Value Measurement - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - Fair Value on Recurring Basis - CNY (¥) ¥ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	¥ 48,497	¥ 256,763
Restricted cash	540,310	386,267
Promissory notes	163,125	174,045
Derivative liabilities		172,235
Total	751,932	989,310
Quoted Prices in Active Market for Identical Assets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	48,497	256,763
Restricted cash	540,310	386,267
Promissory notes	0
Derivative liabilities
Total	588,807	643,030
Significant Other Observable Inputs (Level 2)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents	0
Restricted cash	0
Promissory notes	163,125	174,045
Derivative liabilities
Total	¥ 163,125	174,045
Significant Unobservable Inputs (Level 3)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Cash and cash equivalents
Restricted cash
Promissory notes
Derivative liabilities		172,235
Total		¥ 172,235

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Fair Value Measurement - Schedule of Reconciliation of the Beginning and Ending Balances for Assets and Liabilities Measured at Fair Value on Recurring Basis Using Significant Unobservable Inputs (Details) - Derivative Liabilities - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	¥ 172,235	¥ 63,942
Changes in fair value	20,917	104,589
Extinguishment of derivative liabilities	(194,265)
Exchange rate effect	1,113	3,704
Ending Balance		¥ 172,235

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Share-Based Compensation - Additional Information (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands			1 Months Ended					12 Months Ended
	Nov. 30, 2018 shares	Nov. 20, 2018 $ / shares	Mar. 31, 2019 $ / shares shares	Mar. 31, 2019 ¥ / shares shares	Mar. 31, 2018 $ / shares shares	Mar. 31, 2018 ¥ / shares shares	Dec. 31, 2014 shares	Dec. 31, 2020 CNY (¥)	Dec. 31, 2019 CNY (¥) ¥ / shares	Dec. 31, 2018 CNY (¥) ¥ / shares	Dec. 31, 2018 USD ($)	Feb. 28, 2018 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted average grant date fair value | ¥ / shares									¥ 20.56	¥ 24.20
Stock options exercised, total intrinsic value | ¥								¥ 7,298	¥ 255,728	¥ 681
Fair value of options vested | ¥								25,911	220,040	302,331
Share-based compensation expense | ¥								28,023	¥ 230,440	345,503
Unrecognized compensation of stock options | ¥								¥ 30,874
Unrecognized stock-based compensation expense, period for recognition								2 years 5 months 23 days
Restricted Shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense										¥ 29,454	$ 4,241
Granted shares	1,631,200
Fully vested and outstanding shares in period	6 months
Restricted shares, grant-date value | $ / shares		$ 2.6
2014 Great Talent Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of shares authorized for issuance							158,400,000
Stock option, expiration period							7 years
Stock vesting period							5 years
2014 Great Talent Plan | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock vesting period							0 years
2018 Grand Talent Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock vesting period					16,400,000	16,400,000
Stock vesting period | (per share)					$ 7.78	¥ 48.78
2018 Grand Talent Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of shares authorized for issuance												16,400,000
Stock option, expiration period					10 years	10 years
Stock vesting period					6 years	6 years
2018 Grand Talent Plan | Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock vesting period					0 years	0 years
2019 Noble Talent Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock vesting period			8,879,986	8,879,986
Stock vesting period | (per share)			$ 0.001	¥ 0.007
2019 Noble Talent Plan | Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Aggregate number of shares authorized for issuance			8,879,986	8,879,986
Stock option, expiration period			7 years	7 years
Stock vesting period			2 months	2 months

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Share-Based Compensation - Assumptions used to Determined the Estimated Fair Value of Options using the Binomial Option Pricing Model (Details) - ¥ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Risk-free interest rate	2.51%	3.40%
Volatility	55.00%	46.00%
Dividend yield
Exercise multiples	¥ 2.8
Life of options	7 years	7 years
Fair value of underlying ordinary shares	¥ 20.57	¥ 49.67
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise multiples		2.2
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Exercise multiples		¥ 2.8

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Share-Based Compensation - Summary of Stock Options Activity (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of options, options outstanding	21,646,232
Number of options, granted
Option exercised, shares	428,182
Number of options, forfeited	1,317,461
Number of options, options outstanding	19,900,589	21,646,232
Number of options, options vested and expected to vest	19,900,589
Number of options, option exercisable	15,948,198
Weighted average exercise price, options outstanding	¥ 37.78
Weighted average exercise price, granted
Weighted average exercise price, exercised	3.42
Weighted average exercise price, forfeited	40.53
Weighted average exercise price, options outstanding	38.22	¥ 37.78
Weighted average exercise price, options vested and expected to vest	38.22
Weighted average exercise price, option exercisable	¥ 36.97
Weighted average remaining contractual term (years), options outstanding	3 years 9 months 14 days	4 years 9 months 7 days
Weighted average remaining contractual term (years), options vested and expected to vest	3 years 9 months 14 days
Weighted average remaining contractual term (years), option exercisable	3 years 8 months 15 days
Aggregate intrinsic value, options outstanding	¥ 123,239
Aggregate intrinsic value, options outstanding	67,901	¥ 123,239
Aggregate intrinsic value, options vested and expected to vest	67,901
Aggregate intrinsic value, option exercisable	¥ 64,135

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Income Taxes - Additional Information (Details) $ in Thousands	12 Months Ended					33 Months Ended	36 Months Ended
	Dec. 31, 2020	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2020 HKD ($)	Dec. 31, 2021 CNY (¥)
Income Taxes [Line Items]
Effective income tax rate	25.00%	25.00%	25.00%
Net operating loss carried forward		¥ 949,175,000
Unrecognized tax benefits		0
Interest and penalties related to potential underpaid income tax expenses		0
Increases (decreases) in unrecognized tax benefits in next 12 months		¥ 0
NEW High And New Technology Enterprise | Beijing GEDU
Income Taxes [Line Items]
Effective income tax rate	15.00%	15.00%	15.00%
High and New Technology Enterprise
Income Taxes [Line Items]
Effective income tax rate	15.00%
High and New Technology Enterprise | Beijing Meikaida Education Technology Co., Ltd
Income Taxes [Line Items]
Effective income tax rate	15.00%		15.00%	15.00%	15.00%
Scenario Forecast | Small Low-Profit Enterprises
Income Taxes [Line Items]
Effective income tax rate							20.00%
Annual taxable income							¥ 1,000,000
Percentage of taxable income, less than one thousand							25.00%
Percentage of taxable income, more than one thousand but less than three thousand							50.00%
Scenario Forecast | Small Low-Profit Enterprises | Minimum
Income Taxes [Line Items]
Annual taxable income							¥ 1,000,000
Scenario Forecast | Small Low-Profit Enterprises | Maximum
Income Taxes [Line Items]
Annual taxable income							¥ 3,000,000
Hong Kong
Income Taxes [Line Items]
Effective income tax rate				16.50%
Effective income tax profit | $						$ 2,000
Hong Kong | First HK$2,000 of Assessable Profit
Income Taxes [Line Items]
Effective income tax rate						8.25%
Hong Kong | Profit Exceeding HK$2,000
Income Taxes [Line Items]
Effective income tax rate						16.50%

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Income Taxes - Summary of Components of Current and Deferred Income Tax Expenses (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Income Tax Disclosure [Abstract]
Current tax expenses	¥ 20,561		¥ 20,118	¥ 14,265
Deferred tax expenses	(11,366)	$ (1,742)	(7,930)	(8,943)
Income tax expenses net	¥ 9,195	$ 1,409	¥ 12,188	¥ 5,322

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Income Taxes - Summary of Principle Components of Deferred Tax (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred tax assets:
Accrued expenses	¥ 33,946	¥ 42,443
Net operating loss carrying forwards	229,332	222,722
Total deferred tax assets	263,278	265,165
Less: Valuation allowance	(259,756)	(262,966)
Deferred tax assets, net	3,522	2,199
Deferred tax liabilities:
Acquired intangible assets	71,674	81,969
Total deferred tax liabilities	¥ 71,674	¥ 81,969

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Income Taxes - Reconciliation of Effective Tax Rate and Statutory Income Tax Rate (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Income Tax Disclosure [Abstract]
Loss before income taxes	¥ (27,465)		¥ (507,446)	¥ (828,087)
Income tax benefit computed at an applicable tax rate of 25%	(6,866)		(126,862)	(207,022)
Effect of non-deductible expenses	33,462		57,888	108,479
Effect of research and development super-deduction	(9,473)		(6,672)	(1,970)
Effect of income tax rate differences in jurisdictions other than PRC	(3,075)		30,189	38,490
Effect of preferential tax rate	(14,228)		(12,211)	(554)
Change in valuation allowance	9,375		69,856	67,899
Income tax expenses net	¥ 9,195	$ 1,409	¥ 12,188	¥ 5,322

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Income Taxes - Reconciliation of Effective Tax Rate and Statutory Income Tax Rate (Parenthetical) (Details)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Applicable tax rate	25.00%	25.00%	25.00%

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Ordinary Shares - Additional Information (Details) $ / shares in Units, ¥ in Thousands				1 Months Ended		12 Months Ended
	Feb. 05, 2018 USD ($) shares	Aug. 04, 2017 USD ($) shares	Mar. 17, 2017 USD ($) shares	Jun. 30, 2018 USD ($) $ / shares shares	Jun. 30, 2018 CNY (¥) shares	Dec. 31, 2018 CNY (¥)	Dec. 31, 2020 shares	Dec. 31, 2019 shares
Class Of Stock [Line Items]
Ordinary shares issued		99,990,000
Ordinary shares issued for aggregate consideration | $	$ 3,000	$ 5,000	$ 4.000
Proceeds through IPO				$ 130,907,000	¥ 837,541
IPO
Class Of Stock [Line Items]
Ordinary shares issued				16,560,000	16,560,000
Ordinary shares issued par value per share | $ / shares				$ 0.00005
IPO related expense | ¥					¥ 38,711
IPO related expense paid | ¥						¥ 38,333
IPO | ADS
Class Of Stock [Line Items]
Ordinary shares issued				8,280,000	8,280,000
Long bright Limited
Class Of Stock [Line Items]
Ordinary shares issued			8,524
Gao & Tianyi Limited
Class Of Stock [Line Items]
Ordinary shares issued			820
Pution Limited
Class Of Stock [Line Items]
Ordinary shares issued			492
Prospect Limited
Class Of Stock [Line Items]
Ordinary shares issued			164
Puxin Nova Limited
Class Of Stock [Line Items]
Ordinary shares issued	21,761,652
Stary International Limited
Class Of Stock [Line Items]
Ordinary shares issued	3,336,744
Long wit Limited
Class Of Stock [Line Items]
Ordinary shares issued	40,000
Long belief Limited
Class Of Stock [Line Items]
Ordinary shares issued	8,200,000
Number of ordinary shares issued but not outstanding							8,150,652	8,150,652
Long faith Limited
Class Of Stock [Line Items]
Ordinary shares issued	1,640,000
Long favor Limited
Class Of Stock [Line Items]
Ordinary shares issued	17,103,724
Number of ordinary shares issued but not outstanding							5,849,104	6,450,766
Long favor Limited and Long belief Limited
Class Of Stock [Line Items]
Number of ordinary shares owned by shareholders whose rights are unconditionally waived until transferred	25,303,724
CICC ALPHA | IPO
Class Of Stock [Line Items]
Debt conversion, converted instrument, ordinary shares issued				3,865,547	3,865,547
Debt instrument, convertible, conversion price | $ / shares				$ 5.95
Debt conversion, converted instrument, percentage of sale of stock price per share				70.00%	70.00%
Haitong | IPO
Class Of Stock [Line Items]
Debt conversion, converted instrument, ordinary shares issued				4,201,681	4,201,681
Debt instrument, convertible, conversion price | $ / shares				$ 5.95
Debt conversion, converted instrument, percentage of sale of stock price per share				70.00%	70.00%
Haitong | IPO | Convertible Redeemable Preferred Shares
Class Of Stock [Line Items]
Debt conversion, converted instrument, ordinary shares issued				11,917,880	11,917,880

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Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥) ¥ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 CNY (¥) ¥ / shares shares	Dec. 31, 2018 CNY (¥) ¥ / shares shares
Numerator used in basic and diluted net loss per share:
Net loss attributable to ordinary shareholders of Puxin Limited	¥ (32,206)	$ (4,935)	¥ (518,533)	¥ (833,411)
Shares (denominator):
Weighted average common shares outstanding used in computing basic and diluted net loss per share (Note 1)	174,156,247	174,156,247	170,903,317	144,157,947
Net loss per share basic and diluted | (per share)	¥ (0.18)	$ (0.03)	¥ (3.03)	¥ (5.78)

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Net Loss Per Share - Additional Information (Details) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Net Loss Per Share [Abstract]
Incremental weighted average number of ordinary shares not considered in computation of diluted net loss per share	19,900,589	21,646,232	18,420,993

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Employee Defined Contribution Plan - Additional Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Compensation And Retirement Disclosure [Abstract]
Employee benefits expense incurred	¥ 118,523	¥ 210,236	¥ 184,525

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Related Party Transaction - Significant Balances Between the Group and its Related Parties (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)
Related Party Transaction [Line Items]
Amounts due to related parties, non-current	¥ 170,393	$ 26,114
Amounts due to related parties, current			¥ 1,451
Ms. Wenjing Song
Related Party Transaction [Line Items]
Amounts due to related parties, non-current	164
Amounts due to related parties, current			254
CEO and the Chairman of the Board of Directors | Mr. Yunlong Sha
Related Party Transaction [Line Items]
Amounts due to related parties, non-current	¥ 170,229
Amounts due to related parties, current			¥ 1,197

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Related Party Transaction - Additional Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Related Party Transaction [Line Items]
Interest expense related party	¥ 1,626	¥ 0	¥ 16,294

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Leases - Additional Information (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Leases [Abstract]
Total operating lease, expense	¥ 389,197	¥ 378,691
Total rental expense for operating leases	¥ 389,197	¥ 378,691	¥ 332,574

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Leases - Schedule of Operating Lease (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Cash paid for amounts included in the measurement of lease liabilities,operating cash flows used in operating leases	¥ 361,432	¥ 373,230
Right-of-use assets obtained in exchange for new lease obligations, operating leases	¥ 315,751	¥ 643,722
Weighted average remaining lease term, operating leases	4 years 7 months 17 days	4 years 7 months 2 days
Weighted average discount rate, operating leases	7.53%	7.46%

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Leases - Schedule of Maturity Analysis of Annual Undiscounted Cash Flows (Details) ¥ in Thousands	Dec. 31, 2020 CNY (¥)
Leases [Abstract]
2021	¥ 329,673
2022	243,799
2023	181,106
2024	120,543
2025	84,251
Thereafter	132,094
Less imputed interest	150,898
Total	¥ 940,568

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Commitments and Contingencies - Additional Information (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥) Agreement shares	Dec. 31, 2019 CNY (¥) Agreement	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 29, 2017 USD ($)	Aug. 04, 2017 USD ($)
Commitments And Contingencies [Line Items]
Percentage of equity interests pledged		100.00%		100.00%
Puxin Education
Commitments And Contingencies [Line Items]
Percentage of equity interests pledged	70.00%		70.00%
Number of other loan agreements | Agreement	6	3
Taiyuan Puxin Arts, Shanghai GEDU, Mr. Yunlong Sha and Ms. Wenjing Song as Joint Guarantors
Commitments And Contingencies [Line Items]
Debt instrument principle amount		¥ 384,100
Mr. Yunlong Sha as Guarantor
Commitments And Contingencies [Line Items]
Debt instrument principle amount	¥ 220,046
Mr. Yunlong Sha as Guarantor | Puxin Education
Commitments And Contingencies [Line Items]
Debt instrument principle amount	¥ 106,100	162,938
SPD Bank
Commitments And Contingencies [Line Items]
Debt instrument principle amount		408,600
Deposits amount		348,090		$ 50,000
Haitong
Commitments And Contingencies [Line Items]
Number of pledged shares mortgaged | shares	9,589,566
Puxin Education
Commitments And Contingencies [Line Items]
Number of other loan agreements | Agreement	6
Puxin Education | SPD Bank | Bank Borrowing Agreement
Commitments And Contingencies [Line Items]
Debt instrument principle amount	¥ 660,000
Puxin Education | SPD Bank | Current Portion of Restricted Cash Deposits Pledged | Bank Borrowing Agreement
Commitments And Contingencies [Line Items]
Deposits amount	514,496		$ 78,850
Dalian Pude
Commitments And Contingencies [Line Items]
Percentage of equity interests pledged						100.00%
Guizhou Puxintian
Commitments And Contingencies [Line Items]
Percentage of equity interests pledged						100.00%
Long bright Limited | Haitong | Puxin Limited
Commitments And Contingencies [Line Items]
Equity interests mortgaged						18.00%
Long bright Limited | CICC ALPHA | Puxin Limited
Commitments And Contingencies [Line Items]
Equity interests mortgaged					8.30%
Mr. Yunlong Sha | CICC ALPHA | Puxin Education
Commitments And Contingencies [Line Items]
Equity interests mortgaged					4.15%
Puxin Education | SPD Bank | Bank Borrowing Agreement
Commitments And Contingencies [Line Items]
Debt instrument principle amount	660,000	408,600
Deposits amount		¥ 348,090		$ 50,000
Puxin Education | Current Portion of Restricted Cash Deposits Pledged | SPD Bank | Bank Borrowing Agreement
Commitments And Contingencies [Line Items]
Debt instrument principle amount	500,000
Deposits amount	514,496		$ 78,850
Puxin Education | Buildings of Beijing Global Education Technology Co Ltd Pledged | SPD Bank | Bank Borrowing Agreement
Commitments And Contingencies [Line Items]
Collateral amount	¥ 160,000
Convertible Debt | Haitong
Commitments And Contingencies [Line Items]
Debt instrument principle amount | $						$ 25,000
Convertible Debt | CICC ALPHA
Commitments And Contingencies [Line Items]
Debt instrument principle amount | $					$ 23,000
Promissory Note | Haitong
Commitments And Contingencies [Line Items]
Debt instrument principle amount | $						$ 25,000

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Segment Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2020 segment
Segment Reporting [Abstract]
Number of operating segments	2
Number of reportable segments	2

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Segment Information - Schedule of Revenue and Gross Profit by Segment (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Segment Reporting Information [Line Items]
Net revenues	¥ 2,903,915	$ 445,044	¥ 3,103,958	¥ 2,228,117
Cost of revenues	1,558,596		1,629,447	1,242,889
Gross profit	1,345,319	$ 206,179	1,474,511	985,228
K-12 Tutoring Services [Member]
Segment Reporting Information [Line Items]
Net revenues	2,206,273		1,943,854	1,182,397
Cost of revenues	1,205,656		1,055,205	706,917
Gross profit	1,000,617		888,649	475,480
Study Abroad Tutoring Services [Member]
Segment Reporting Information [Line Items]
Net revenues	697,642		1,160,104	1,045,720
Cost of revenues	352,940		574,242	535,972
Gross profit	¥ 344,702		¥ 585,862	¥ 509,748

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Restricted Net Assets - Additional Information (Detail) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Restricted Net Assets [Abstract]
Percentage of annual appropriation after tax profit for general reserve	10.00%
Percentage of general reserve required as registered capital	50.00%
Subsidiary contribution to general reserve	¥ 906	¥ 510	¥ 1,443
Private schools required reasonable returns, contribution to reserve, percent of after-tax income before payments of dividend	25.00%
Private schools not required reasonable returns, contribution to reserve, minimum percent of annual increase of net assets	25.00%
Amount contributed to reserve for private schools	¥ 2,559	¥ 2,874	¥ 3,152
Aggregate amount of paid-in capital and statutory reserves not available for distribution	¥ 472,750

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Subsequent Events - Additional Information (Details) - Subsequent Event $ / shares in Units, ¥ in Thousands, $ in Thousands	1 Months Ended
	Mar. 31, 2021 CNY (¥)	Apr. 30, 2021 CNY (¥)	Mar. 31, 2021 USD ($) $ / shares
American Depositary Shares [Member]
Subsequent Event [Line Items]
Authorized share repurchase program | $			$ 20,000
Share repurchase program expiration date	Mar. 31, 2022
Convertible Note Purchase Agreements With Purchasers
Subsequent Event [Line Items]
Convertible note purchase agreements, amount	¥ 580,725		$ 89,000
Annual interest rate	3.00%		3.00%
Convertible Note Purchase Agreements With Purchasers | American Depositary Shares [Member]
Subsequent Event [Line Items]
Conversion price | $ / shares			$ 8
Convertible Debt | Convertible Note Purchase Agreements With Purchasers
Subsequent Event [Line Items]
Percentage of repayment of outstanding principal amount and accrued interest of convertible note	100.00%
Purong Information | Mr. Yunlong Sha | Credit Agreement
Subsequent Event [Line Items]
Line of credit facility | ¥		¥ 200,000

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Condensed Financial Information of Parent Company - Balance Sheets (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Current assets
Cash and cash equivalents	¥ 48,497	$ 7,432	¥ 256,763	¥ 778,006
Prepaid expenses and other current assets	141,894	21,746	117,148
Loan receivables	222,895	34,160	191,230
Total current assets	942,992	144,519	927,992
TOTAL ASSETS	4,617,594	707,676	4,707,055
Current liabilities
Accrued expenses and other current liabilities	784,894	120,290	983,715
Promissory note, current portion	163,125	25,000	87,023
Total current liabilities	3,144,353	481,893	3,308,361
Non-current liabilities
Promissory note, non-current portion			87,022
Derivative liabilities			172,235
TOTAL LIABILITIES	4,198,471	643,444	4,446,997
SHAREHOLDERS' EQUITY
Ordinary shares (par value of USD0.00005 per share; 1,000,000,000 and 1,000,000,000 shares authorized, 188,627,228 and 188,653,468 shares issued and 174,025,810 and 174,453,992 shares outstanding as of December 31, 2019 and 2020, respectively)	62	9	62
Additional paid-in capital	2,396,406	367,265	2,175,652
Statutory reserve	11,444	1,754	7,979
Accumulated other comprehensive income	43,711	6,699	68,707
Accumulated deficit	(2,026,891)	(310,635)	(1,991,220)
Total Puxin Limited shareholders' equity	424,732	65,092	261,180
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS' EQUITY	4,617,594	707,676	4,707,055
Parent Company
Current assets
Cash and cash equivalents			3,103
Amounts due from subsidiaries and VIEs	1,061,832	162,733	1,099,759
Prepaid expenses and other current assets	47,200	7,234	11,448
Loan receivables	207,225	31,759	191,230
Total current assets	1,316,257	201,726	1,305,540
TOTAL ASSETS	1,316,257	201,726	1,305,540
Current liabilities
Accrued expenses and other current liabilities	6,804	1,044	7,258
Promissory note, current portion	163,125	25,000	87,023
Loan payable to a third party	65,250	10,000
Total current liabilities	235,179	36,044	94,281
Non-current liabilities
Promissory note, non-current portion			87,022
Derivative liabilities			172,235
Investments deficit in subsidiaries and VIEs	656,346	100,590	690,822
TOTAL LIABILITIES	891,525	136,634	1,044,360
SHAREHOLDERS' EQUITY
Ordinary shares (par value of USD0.00005 per share; 1,000,000,000 and 1,000,000,000 shares authorized, 188,627,228 and 188,653,468 shares issued and 174,025,810 and 174,453,992 shares outstanding as of December 31, 2019 and 2020, respectively)	62	9	62
Additional paid-in capital	2,396,406	367,265	2,175,652
Statutory reserve	11,444	1,754	7,979
Accumulated other comprehensive income	43,711	6,699	68,707
Accumulated deficit	(2,026,891)	(310,635)	(1,991,220)
Total Puxin Limited shareholders' equity	424,732	65,092	261,180
TOTAL LIABILITIES AND TOTAL SHAREHOLDERS' EQUITY	¥ 1,316,257	$ 201,726	¥ 1,305,540

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Condensed Financial Information of Parent Company - Balance Sheets (Parenthetical) (Details) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Ordinary shares, par value	$ 0.00005	$ 0.00005
Ordinary shares, authorized	1,000,000,000	1,000,000,000
Ordinary shares, issued	188,653,468	188,627,228
Ordinary shares, outstanding	174,453,992	174,025,810
Parent Company
Ordinary shares, par value	$ 0.00005	$ 0.00005
Ordinary shares, authorized	1,000,000,000	1,000,000,000
Ordinary shares, issued	188,653,468	188,627,228
Ordinary shares, outstanding	174,453,992	174,025,810

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Condensed Financial Information of Parent Company - Statements of Operations (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
General and administrative expenses	¥ (469,163)	$ (71,902)	¥ (748,259)	¥ (775,883)
Total operating expenses	(1,521,784)	(233,223)	(1,832,054)	(1,623,971)
Interest expense	(80,319)	(12,309)	(71,099)	(51,901)
Interest income	46,150	7,073	25,542	2,826
Loss on changes in fair value of convertible notes, derivative liabilities and warrants	(20,917)	(3,206)	(104,589)	(131,748)
Loss before income taxes	(27,465)	(4,209)	(507,446)	(828,087)
Net loss attributable to ordinary shareholders of Puxin Limited	(32,206)	(4,935)	(518,533)	(833,411)
Parent Company
General and administrative expenses	(191)	(28)	(12,102)	(8,728)
Total operating expenses	(191)	(28)	(12,102)	(8,728)
Interest expense	(17,244)	(2,643)	(15,250)	(13,218)
Interest income	37,092	5,685	10,985	2,104
Foreign exchange (loss) gain	18,885	2,894	(3,753)	(10,358)
Loss on changes in fair value of convertible notes, derivative liabilities and warrants	(20,917)	(3,206)	(104,589)	(124,648)
Equity in loss of subsidiaries and VIEs	(49,831)	(7,637)	(393,824)	(678,563)
Loss before income taxes	(32,206)	(4,935)	(518,533)	(833,411)
Net loss attributable to ordinary shareholders of Puxin Limited	¥ (32,206)	$ (4,935)	¥ (518,533)	¥ (833,411)

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Condensed Financial Information of Parent Company - Consolidated Statements of Comprehensive Loss (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
Net loss	¥ (32,206)	$ (4,935)	¥ (518,533)	¥ (833,411)
Other comprehensive loss, net of tax of nil:
Change in cumulative foreign currency translation adjustments	(24,996)	(3,831)	493	52,496
Total comprehensive loss attributable to Puxin Limited	(57,202)	(8,766)	(518,040)	(780,915)
Parent Company
Net loss	(32,206)	(4,935)	(518,533)	(833,411)
Other comprehensive loss, net of tax of nil:
Change in cumulative foreign currency translation adjustments	(24,996)	(3,831)	493	52,496
Total comprehensive loss attributable to Puxin Limited	¥ (57,202)	$ (8,766)	¥ (518,040)	¥ (780,915)

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Condensed Financial Information of Parent Company - Statements of Cash Flows (Details) ¥ in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Jun. 30, 2018 CNY (¥)	Jun. 30, 2018 USD ($)	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 CNY (¥)	Dec. 31, 2018 CNY (¥)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			¥ (36,660)	$ (5,618)	¥ (519,634)	¥ (833,409)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on changes in fair value of convertible notes, derivative liabilities and warrants			20,917	3,206	104,589	131,748
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			10,641	1,631	23,884	(48,772)
Accrued expenses and other current liabilities			(39,947)	(6,121)	138,173	(10,267)
Net cash (used in) generated from operating activities			(203,330)	(31,161)	24,684	(92,905)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities			(84,316)	(12,922)	(411,309)	(156,917)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from IPO (net of IPO expenses)	¥ 837,541	$ 130,907
Net cash generated from financing activities			256,246	39,270	204,246	831,506
Effect of exchange rate changes			(22,823)	(3,498)	6,432	48,131
Net increase (decrease) in cash and cash equivalents, and restricted cash			(54,223)	(8,311)	(175,947)	629,815
Cash and cash equivalents, and restricted cash at beginning of the year			643,030	98,549	818,977	189,162
Cash and cash equivalents, and restricted cash at end of the year			588,807	90,238	643,030	818,977
Parent Company
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(32,206)	(4,935)	(518,533)	(833,411)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in loss of subsidiaries and VIEs			49,831	7,637	393,824	678,563
Foreign exchange loss (gain)			(18,885)	(2,894)	3,753	10,358
Loss on changes in fair value of convertible notes, derivative liabilities and warrants			20,917	3,206	104,589	124,648
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			(37,145)	(5,693)	(10,449)
Accrued expenses and other current liabilities					1,409	(5,230)
Net cash (used in) generated from operating activities			(17,488)	(2,679)	(25,407)	(25,072)
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to subsidiaries and VIEs			(23,775)	(3,644)	(221,418)	(396,495)
Loan to a third party			(27,993)	(4,290)	(191,230)
Net cash used in investing activities			(51,768)	(7,934)	(412,648)	(396,495)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from IPO (net of IPO expenses)						811,001
Loan from a third party			65,250	10,000
Net cash generated from financing activities			65,250	10,000		811,001
Effect of exchange rate changes			903	137	3,545	43,773
Net increase (decrease) in cash and cash equivalents, and restricted cash			(3,103)	(476)	(434,510)	433,207
Cash and cash equivalents, and restricted cash at beginning of the year			¥ 3,103	$ 476	437,613	4,406
Cash and cash equivalents, and restricted cash at end of the year					¥ 3,103	¥ 437,613

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Condensed Financial Information of Parent Company - Additional Information (Details)	Dec. 31, 2020
Condensed Financial Information Of Parent Company Only Disclosure [Abstract]
Renminbi ("RMB") to per one U.S. dollar exchange rate	6.5250