| SKADDEN, ARPS, SLATE, MEAGHER & FLOM |
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PARTNERS | 世達國際律師事務所 | AFFILIATE OFFICES |
CHRISTOPHER W. BETTS | 42/F, EDINBURGH TOWER, THE LANDMARK | |
GEOFFREY CHAN * | 15 QUEEN’S ROAD CENTRAL, HONG KONG | BOSTON |
ANDREW L. FOSTER * | CHICAGO | |
CHI T. STEVE KWOK * | TEL: (852) 3740-4700 | HOUSTON |
EDWARD H.P. LAM ¨* | FAX: (852) 3740-4727 | LOS ANGELES |
HAIPING LI * | www.skadden.com | NEW YORK |
RORY MCALPINE ¨ |
| PALO ALTO |
JONATHAN B. STONE * |
| WASHINGTON, D.C. |
PALOMA P. WANG |
| WILMINGTON |
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¨ (ALSO ADMITTED IN ENGLAND & WALES) | ||
* (ALSO ADMITTED IN NEW YORK) | BEIJING | |
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| BRUSSELS |
REGISTERED FOREIGN LAWYER | FRANKFURT | |
Z. JULIE GAO (CALIFORNIA) |
| LONDON |
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| MOSCOW |
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| MUNICH |
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| PARIS |
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| SÃO PAULO |
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| SEOUL |
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| SHANGHAI |
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| SINGAPORE |
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| TOKYO |
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| TORONTO |
April 6, 2020
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: China Online Education Group
Registration Statement on Form F-3
Dear Sir or Madam:
On behalf of our client, China Online Education Group, a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s shelf registration statement on Form F-3 (the “Registration Statement”) via EDGAR with the Securities and Exchange Commission.
The Company completed the initial public offering of its Class A ordinary shares represented by American Depositary Shares in the U.S. in June 2016. The Company expects to commence certain fund raising activities once the Registration Statement goes effective, assuming the then market condition permits. Accordingly, the Company would appreciate receiving the Staff’s prompt feedback.
If you have any questions regarding the Registration Statement, please do not hesitate to contact the undersigned at +852 3740-4863 or julie.gao@skadden.com.
| Very truly yours, |
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|
| /s/ Z. Julie Gao |
| Z. Julie Gao |
Enclosures
cc: Jack Jiajia Huang, Chairman of the Board of Directors and Chief Executive Officer, China Online Education Group
Min Xu, Chief Financial Officer, China Online Education Group
Walter Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP
