Filing Details

SCHEDULE 13G Amendment No. 5 CHINA ONLINE EDUCATION GROUP CLASS A COMMON STOCK Cusip #AFI321000 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [x] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) Cusip #AFI321000 Item 1: Reporting Person - FIL Limited Item 2: (a) [ ] (b) [ ] Item 4: Bermuda Item 5: 0 Item 6: 0 Item 7: 0 Item 8: 0 Item 9: 0 Item 11: 0.000% Item 12: FI Cusip #AFI321000 Item 1: Reporting Person - Pandanus Partners, L.P. Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 0 Item 8: 0 Item 9: 0 Item 11: 0.000% Item 12: PN Cusip #AFI321000 Item 1: Reporting Person - Pandanus Associates, Inc. Item 2: (a) [ ] (b) [ ] Item 4: Delaware Item 5: 0 Item 6: 0 Item 7: 0 Item 8: 0 Item 9: 0 Item 11: 0.000% Item 12: CO Item 1(a). Name of Issuer: CHINA ONLINE EDUCATION GROUP Item 1(b). Address of Issuer's Principal Executive Offices: 6TH FLOOR DESHI BUILDING SOUTHSHANGDI STREET, HAIDIAN DISTRICT BEIJING, F4 100085 CHINA Item 2(a). Name of Person Filing: FIL Limited Item 2(b). Address or Principal Business Office or, if None, Residence: Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, HM19 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: CLASS A COMMON STOCK Item 2(e). CUSIP Number: AFI321000 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c) and the person filing, FIL Limited, is a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J). (Note: See Exhibit A). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify type of institution: Parent holding or control person. Item 4. Ownership (a) Amount Beneficially Owned: 0 (b) Percent of Class: 0.000% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 0 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 0 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of any of the class of securities, check the following (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certifications. In as much as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 9, 2021 Date /s/ Kevin M. Meagher Signature Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 20, 2018, by and on behalf of FIL Limited and its direct and indirect subsidiaries* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FIL Limited on October 9, 2018, accession number: 0000318989-18-000036. Exhibit A Pandanus Partners, L.P. ("Pandanus") owns shares of FIL Limited ("FIL") voting stock. While the percentage of total voting power represented by these shares of FIL voting stock may fluctuate as a result of changes in the total number of shares of FIL voting stock outstanding from time to time, it normally represents more than 25% and less than 48.5% of the total votes which may be cast by all holders of FIL voting stock. Pandanus Associates, Inc. ("PAI") acts as general partner of Pandanus. Pandanus is owned by trusts for the benefit of members of the Johnson family, including FIL's Chairman Abigail P. Johnson, but disclaims that any such member is a beneficial owner of the securities reported on this Schedule 13G. This filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FIL, certain of its subsidiaries and affiliates, and other companies (collectively, the "FIL Reporters"). This filing does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FIL Reporters in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998). RULE 13d-1(k)(1) AGREEMENT The undersigned persons, on September 9, 2021, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the CLASS A COMMON STOCK of CHINA ONLINE EDUCATION GROUP at August 31, 2021. FIL Limited By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 20, 2018, by and on behalf of FIL Limited and its direct and indirect subsidiaries* Pandanus Partners, L.P. By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 25, 2018, by Pandanus Associates, Inc. on behalf of Pandanus Partners, L.P.* Pandanus Associates, Inc. By /s/ Kevin M. Meagher Kevin M. Meagher Duly authorized under Power of Attorney effective as of September 25, 2018, by and on behalf of Pandanus Associates, Inc.* * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FIL Limited on October 9, 2018, accession number: 0000318989-18-000036.