RESTATEMENT AND RECLASSIFICATIONS | 3 RESTATEMENT AND RECLASSIFICATIONS Starting from April 2019, the Company’s audit committee conducted an independent investigation (the “Investigation”) regarding certain issues identified by its predecessor auditor during the course of the audit of the Company’s financial statements for the year ended December 31, 2018. Through the Investigation, the Company has identified certain management members and personnel were involved in misconducts in certain transactions. In response, the Company has restated its financial statements for the fiscal years from 2014 to 2017. The effects of the reclassifications and restatement for the errors on the consolidated balance sheets are as follows: As of December 31, 2016 As previously Restatement As Item reported adjustments Restated RMB RMB RMB ASSETS Current assets: Cash and cash equivalents 810,672 — 810,672 Time deposits 416,724 — 416,724 Restricted cash — — — Accounts receivable, net of allowance for doubtful accounts (a),(b)(e) 97,374 (79,059) 18,315 Amounts due from a related party (d) — 4,978 4,978 Prepaid expenses and other current assets (b) 126,088 5,017 131,105 Total current assets 1,450,858 (69,064) 1,381,794 Time deposits 58,667 — 58,667 Accounts receivable, net of allowance for doubtful accounts-non current (a) 1,176 8,089 9,265 Amounts due from a related party (d) — 6,500 6,500 Property and equipment, net (b),(e) 437,337 (10,336) 427,001 Intangible assets, net (e) — 5,194 5,194 Goodwill 3,365 — 3,365 Long term investments 41,760 — 41,760 Deferred income tax assets (f) 54,127 (49,575) 4,552 Other non-current assets (d),(e) 37,722 (1,810) 35,912 Total assets 2,085,012 (111,002) 1,974,010 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable 4,502 — 4,502 Amounts due to related parties (d) 79 447 526 Income taxes payable (f) 91,240 (40,853) 50,387 Deferred revenue (a),(e) 266,061 62,721 328,782 Accrued expenses and other current liabilities (a),(b),(e) 117,867 51,655 169,522 Total current liabilities 479,749 73,970 553,719 Other non-current liabilities 7,043 — 7,043 Total liabilities 486,792 73,970 560,762 Shareholders’ equity : Ordinary shares 388 — 388 Treasury shares (93,761) — (93,761) Additional paid-in capital 995,216 — 995,216 Accumulated other comprehensive income 58,204 — 58,204 Retained earnings (a),(b),(d),(e),(f) 638,173 (184,972) 453,201 Total shareholders’ equity 1,598,220 (184,972) 1,413,248 Total liabilities and equity 2,085,012 (111,002) 1,974,010 As of December 31, 2017 As previously Restatement As Item reported adjustments Restated RMB RMB RMB ASSETS Current assets: Cash and cash equivalents 686,691 — 686,691 Time deposits 432,536 — 432,536 Accounts receivable, net of allowance for doubtful accounts (a),(b),(e) 216,700 (165,057) 51,643 Amounts due from a related party (d) 231 6,711 6,942 Prepaid expenses and other current assets (b) 156,360 (653) 155,707 Total current assets 1,492,518 (158,999) 1,333,519 Time deposits 505 — 505 Accounts receivable, net of allowance for doubtful accounts-non current (a) 14,582 (8,178) 6,404 Amounts due from a related party (d) — 6,500 6,500 Property and equipment, net (b), (e) 519,691 (17,352) 502,339 Intangible assets, net (e) — 4,753 4,753 Goodwill 3,365 — 3,365 Long term investments (e) 101,920 (24,750) 77,170 Deferred income tax assets (f) 72,600 (66,979) 5,621 Other non-current assets (d),(e) 77,464 787 78,251 Total assets 2,282,645 (264,218) 2,018,427 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accounts payable 11,351 — 11,351 Amounts due to related parties (d) — 216 216 Income taxes payable (f) 125,971 (58,638) 67,333 Deferred revenue (a),(c),(e) 302,163 50,097 352,260 Accrued expenses and other current liabilities (a),(b),(c),(e) 184,646 128,783 313,429 Total current liabilities 624,131 120,458 744,589 Other non-current liabilities 4,329 — 4,329 Total liabilities 628,460 120,458 748,918 Shareholders’ equity : Ordinary shares 401 — 401 Treasury shares (255,103) — (255,103) Additional paid-in capital 1,094,872 — 1,094,872 Accumulated other comprehensive income (e) 54,122 (14,750) 39,372 Retained earnings (a), (b), (d), (e), (f) 759,893 (369,926) 389,967 Total shareholders’ equity 1,654,185 (384,676) 1,269,509 Total liabilities and equity 2,282,645 (264,218) 2,018,427 The effects of the reclassifications and restatement for the errors on the consolidated statements of operations and comprehensive loss are as follows: Year Ended December 31, 2016 As previously Restatement As Item reported adjustments Restated RMB RMB RMB Net revenues (a),(e) 1,579,604 (59,569) 1,520,035 Cost of revenues (a),(b) (449,104) 5,637 (443,467) Selling and marketing expenses (b) (527,553) 3,476 (524,077) General and administrative expenses (a),(b),(d) (307,519) 43,074 (264,445) Research and development expenses (65,594) — (65,594) Operating income 229,834 (7,382) 222,452 Interest income (a),(b) 23,974 1,091 25,065 Other income 15,960 — 15,960 Loss on foreign currency forward contract (12,898) — (12,898) Foreign currency exchange gains 3,760 — 3,760 Income before income taxes 260,630 (6,291) 254,339 Income tax expense (f) (18,776) (9,443) (28,219) Net income 241,854 (15,734) 226,120 Year Ended December 31, 2017 Item As previously Restatement As reported adjustments Restated RMB RMB RMB Net revenues (a),(c),(e) 1,973,806 (220,111) 1,753,695 Cost of revenues (a),(b) (599,199) 6,253 (592,946) Selling and marketing expenses (b) (713,120) 5,963 (707,157) General and administrative expenses (a),(b),(d) (392,296) 37,464 (354,832) Research and development expenses (100,032) — (100,032) Operating income (loss) 169,159 (170,431) (1,272) Interest income (a),(b) 21,000 (4,903) 16,097 Other income (loss) (e) 26,702 (10,000) 16,702 Foreign currency exchange loss (6,284) — (6,284) Income before income taxes 210,577 (185,334) 25,243 Income tax expense (f) (25,770) 380 (25,390) Net income (loss) 184,807 (184,954) (147) The effects of the reclassifications and restatement for the errors on the consolidated statements of cash flows are as follows: Year Ended December 31, 2016 As previously Restatement As reported adjustments Restated RMB RMB RMB Operating activities: Net income 241,854 (15,734) 226,120 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 72,757 879 73,636 Bad debt expense 33,605 (33,605) — Loss on disposal of property and equipment 297 — 297 Deferred income tax benefit (18,895) 17,348 (1,547) Share based compensation expense 67,824 — 67,824 Investment loss (gain) 29 (100) (71) Foreign currency exchange gain, net (3,760) (29,645) (33,405) Changes in operating assets and liabilities, net of effects from acquisition of Hanru Hangzhou and Hao Xiao Zi Accounts receivable 22,928 (18,934) 3,994 Amounts due from a related party — (3,753) (3,753) Prepaid expenses and other current assets (60,362) (5,129) (65,491) Accrued interest income on time deposits 5,264 — 5,264 Other non-current assets (7,071) 1,364 (5,707) Accounts payable (248) — (248) Amounts due to related parties (800) — (800) Income taxes payable 34,947 (7,904) 27,043 Deferred revenue 101,439 21,934 123,373 Accrued expenses and other current liabilities 36,781 45,296 82,077 Other non-current liabilities (2,559) — (2,559) Net cash provided by operating activities 524,030 (27,983) 496,047 Investing activities: Purchase of property and equipment and intangible assets (381,982) (1,693) (383,675) Proceeds from disposal of property and equipment 358 88 446 Purchase of short-term investments (1,937,000) 1,517,000 (420,000) Proceeds from maturity of short-term investments 1,937,000 (1,517,000) 420,000 Purchase of long-term investments (12,755) — (12,755) Purchase of time deposits (421,170) (217,000) (638,170) Proceeds from maturity of time deposits 678,741 246,645 925,386 Payment for acquisition of Hanru Hangzhou (4,360) — (4,360) Cash acquired from acquisition of Hanru Hangzhou 148 — 148 Issuance of loan to a related party (6,500) — (6,500) Issuance of loans to employees (12,025) (118) (12,143) Proceeds from repayment of loans from employees 3,096 61 3,157 Net cash used in investing activities (156,449) 27,983 (128,466) Financing activities: Issuance of Class A ordinary shares in connection with exercise of share options 20,388 — 20,388 Payment of dividend (54,026) — (54,026) Repurchase of treasury shares (44,406) — (44,406) Net cash used in financing activities (78,044) — (78,044) Changes in cash and cash equivalents 289,537 289,537 Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash 7,197 — 7,197 Net change in cash, cash equivalents and restricted cash 296,734 — 296,734 Cash, cash equivalents and restricted cash at beginning of year 513,938 — 513,938 Cash, cash equivalents and restricted cash at end of year 810,672 — 810,672 Year Ended December 31, 2017 As previously Restatement As reported adjustments Restated RMB RMB RMB Operating activities: Net income (loss) 184,807 (184,954) (147) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 100,724 39 100,763 Bad debt expense 31,499 (31,499) — Loss on disposal of property and equipment 917 — 917 Deferred income tax benefit (18,473) 17,302 (1,171) Share based compensation expense 77,415 — 77,415 Investment income (19,267) 19,314 47 Foreign currency exchange losses, net 6,471 (374) 6,097 Impairment of long-term investments — 10,000 10,000 Changes in operating assets and liabilities, net of effects from acquisition of Hanru Hangzhou and Hao Xiao Zi Accounts receivable (164,231) 133,765 (30,466) Amounts due from related parties — (1,964) (1,964) Prepaid expenses and other current assets (18,712) (14,414) (33,126) Accrued interest income on time deposits 1,809 — 1,809 Other non-current assets (12,432) 19,013 6,581 Accounts payable (196) — (196) Amounts due to related parties (310) — (310) Income taxes payable 34,731 (17,682) 17,049 Deferred revenue 36,102 (12,625) 23,477 Accrued expenses and other current liabilities 50,407 77,127 127,534 Other non-current liabilities (2,604) — (2,604) Net cash provided by operating activities 288,657 13,048 301,705 Investing activities: Purchase of property and equipment and intangible assets (177,251) 432 (176,819) Proceeds from disposal of property and equipment 462 (39) 423 Purchase of short-term investments (1,970,000) 1,020,000 (950,000) Proceeds from maturity of short-term investments 1,989,314 (1,039,314) 950,000 Purchase of long-term investments (50,500) — (50,500) Payment of long-term investment deposit (4,380) — (4,380) Purchase of time deposits (509,739) (6,000) (515,739) Proceeds from maturity of time deposits 528,999 5,959 534,958 Issuance of loans to employees (35,379) 4,753 (30,626) Proceeds from repayment of loans from employees 5,352 787 6,139 Net cash used in investing activities (223,122) (13,422) (236,544) Financing activities: Issuance of Class A ordinary shares in connection with exercise of share options 22,254 — 22,254 Payment of dividend (63,087) — (63,087) Repurchase of treasury shares (143,389) — (143,389) Net cash used in financing activities (184,222) — (184,222) Changes in cash and cash equivalents (118,687) (374) (119,061) Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash (5,294) 374 (4,920) Net change in cash, cash equivalents and restricted cash (123,981) — (123,981) Cash, cash equivalents and restricted cash at beginning of year 810,672 — 810,672 Cash, cash equivalents and restricted cash at end of year 686,691 — 686,691 The following errors in the Company’s annual financial statements were identified and corrected as part of the restatement: (a) Restatement adjustments to inaccurate revenue and relevant accounts The Company restated the inaccurate revenue recorded for years ended December 31, 2016 and 2017, which was due to the misstatement of revenue resulted from intentional revenue inflation, inaccurate student account status and loan data recorded in the Company’s customer relationship management (CRM) system, premature recognition of revenue from certain students, and inaccurate accounting treatment of tuition refunds. The restatement resulted in a decrease of RMB54,086 and RMB33,605 in revenue and general and administrative expenses for bad debt provision, respectively, for the year ended December 31, 2016, a decrease of RMB133,027 in current and non-current accounts receivable net balances, respectively, and an increase of RMB64,385 in deferred revenue as of December 31, 2016. The restatement resulted in a decrease of RMB193,303 and RMB31,499 in revenue and general and administrative expenses for bad debt provision, respectively, for the year ended December 31, 2017, a decrease of RMB270,520 in current and non-current accounts receivable net balances, and an increase of RMB97,553 in deferred revenue as of December 31, 2017. In addition, the interest income and cost of revenue for the years ended December 31, 2016 and 2017, and tax and other tax payable as of December 31, 2016 and 2017 were also restated accordingly. (b) Restatement adjustments to expense inaccuracies The Company discovered instances of improper charges against accounts receivable and/or bad debts, and certain students’ tuition fee refund due to early termination of study through payment for irregular expense or loan from an individual. The restatement resulted in an increase of RMB61,088, RMB48,539 and RMB5,015 in accounts receivable, other payable and other receivables, respectively, a decrease of RMB450 in property and equipment as of December 31, 2016, and an increase of RMB2,539 of interests expense, a decrease of RMB17,195 in cost of revenue, general and administrative expense and selling expenses collectively for the year ended December 31, 2016. The restatement resulted in an increase of RMB93,372, RMB58,697 and RMB1,563 in accounts receivable, other payable and other receivables, respectively, a decrease of RMB882 in property and equipment as of December 31, 2017, and an increase of RMB4,958 of interests expense, a decrease of RMB23,199 in cost of revenue, general and administrative expense and selling expenses collectively for the year ended December 31, 2017. (c) Restatement adjustment to accrue guarantee liabilities for the guarantee provided for students’ loan The Company did not recognize guarantee liabilities in accordance with ASC Topic 460 to reflect that it provided guarantee to certain students who borrowed the tuition fee from financial service providers. Thus the Company proposed restatement adjustments which resulted in an increase of RMB83,693 in accrued expenses and other current liabilities-guarantee liabilities, and a decrease of RMB46,165 in deferred revenue as of December 31, 2017, and a decrease of RMB37,529 in revenue for year ended December 31, 2017. (d) Incomplete disclosed related party transactions The Company has properly classified and presented the related party balances and transactions in the restated consolidation financial statements and disclosed in Note 14, in response to the audit committee’s finding on undisclosed conflict of interest and related party transactions. The restatement resulted in an increase of RMB11,478 in current and non-current amount due from related parties, and RMB447 in amount due to related parties as of December 31, 2016, and an increase of RMB13,211 in current and non-current amount due from related parties, and RMB216 in amount due to related parties as of December 31, 2017. (e) Restatement and reclassification adjustments to miscellaneous items The Company also corrected and reclassified some minor errors, which led to increase or decrease in certain accounts, i.e. accounts receivable, advance from customers, long-term investment and investment income, cost and expenses, as well as reclassification in property and equipment, intangible assets and other non-current assets, etc. (f) Adjustments on tax payable due to the restatement According to the restatement adjustments above, the Company restated the income tax payable and deferred tax assets, which resulted in an increase of RMB9,443 in income tax expense in year ended December 31, 2016, a decrease of RMB49,574 and RMB40,853 in non-current deferred tax assets and income tax payable, respectively, as of December 31, 2016, and a decrease of RMB380 in income tax expense in year ended December 31, 2017, a decrease of RMB66,979 and RMB58,638 in non-current deferred tax assets and income tax payable, respectively, as of December 31, 2017. (g) Retain earnings As a result of the foregoing, the Company restated the cumulative effect of the change on retained earnings, which resulted in a decrease of RMB184,972 and RMB369,926 in years ended December 31, 2016 and 2017. (h) Earnings (loss) per share As a result of the foregoing, the cumulative effect of earnings (loss) per share as follows: Year Ended December 31, 2016 As previously Restatement reported adjustments As restated RMB RMB RMB Numerator: Net income attributable to Class A and Class B ordinary shareholders 241,854 (15,734) 226,120 Net income for basic and diluted earnings per share 241,854 (15,734) 226,120 Denominator: Denominator for basic earnings per share: Weighted average number of Class A and Class B ordinary shares outstanding 55,540,670 0 55,540,670 Dilutive effect of outstanding share options 3,464,591 0 3,464,591 Denominator for diluted earnings per share 59,005,261 0 59,005,261 Basic earnings per Class A and Class B ordinary share 4.36 (0.28) 4.07 Diluted earnings per Class A and Class B ordinary share 4.10 (0.27) 3.83 Year Ended December 31, 2017 As previously Restatement reported adjustments As restated RMB RMB RMB Numerator: Net income (loss) attributable to Class A and Class B ordinary shareholders 184,807 (184,954) (147) Net income (loss) for basic and diluted earnings per share 184,807 (184,954) (147) Denominator: Denominator for basic earnings per share: Weighted average number of Class A and Class B ordinary shares outstanding 56,849,332 — 56,849,332 Dilutive effect of outstanding share options 2,749,379 — — Denominator for diluted earnings (loss) per share 59,598,711 — 56,849,332 Basic earnings (loss) per Class A and Class B ordinary share 3.25 (3.25) (0.00) Diluted earnings (loss) per Class A and Class B ordinary share 3.10 (3.10) (0.00) |