17 Education & Technology Group Inc 6-K, filed Apr 25, 2025
17 Education & Technology Group Inc. (YQ)
About this 6-K
17 Education & Technology Group Inc filed this 6-K on April 25, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2025
Commission File Number 001-39742
17 EDUCATION & TECHNOLOGY GROUP INC.
(Translation of registrant’s name into English)
16/F, Block B, Wangjing Greenland Center
Chaoyang District, Beijing 100102
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F
Amendment and Restatement of Share Option and Incentive Plans
On April 23, 2025, the board of directors of the Registrant approved the amendment and restatement of several share option and incentive plans it previously adopted, namely the Fifth Amended and Restated 2015 Share Option Plan in September 2020 (the “2015 Share Option Plan”), the Second Amended and Restated 2018 Share Option Plan in September 2020 (the “2018 Share Option Plan”) and the 2020 share incentive plan in November 2020 (the “2020 Share Incentive Plan”), to extend the expiration date of the options granted under and the ending date of the term of each of the 2015 Share Option Plan, the 2018 Share Option Plan and the 2020 Share Incentive Plan to December 31, 2035, effective on April 23, 2025 (the “Amended and Restated Share Option and Incentive Plans”). No other substantive amendment to the previous 2015 Share Option Plan, 2018 Share Option Plan or 2020 Share Incentive Plan was made.
The foregoing description of the Amended and Restated Share Option and Incentive Plans is qualified in its entirety by reference to the full text of the Sixth Amended and Restated 2015 Share Option Plan, the Third Amended and Restated 2018 Share Option Plan and the Second Amended and Restated 2020 Share Incentive Plan, which are attached as Exhibits 99.1, 99.2 and 99.3 to this Form 6-K and are incorporated herein by reference.
Incorporation by Reference
This report on Form 6-K is hereby incorporated by reference into the registration statements on Form S-8 (No. 333-255632), to the extent not superseded by documents or reports subsequently filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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17 EDUCATION & TECHNOLOGY GROUP INC. |
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By: |
/s/ Michael Chao Du |
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Name: |
Michael Chao Du |
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Title: |
Chief Financial Officer |
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Date: April 25, 2025 |
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EXHIBIT INDEX
Exhibit No. |
Description |
Exhibit 99.1 |
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Exhibit 99.2 |
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Exhibit 99.3 |
Exhibit 99.1
17 EDUCATION & TECHNOLOGY GROUP INC.
SIXTH AMENDED AND RESTATED 2015 SHARE OPTION PLAN
“Adoption Date” means March 9, 2015, the date on which the Plan becomes effective pursuant to the shareholders’ resolutions passed on a shareholders meeting of the Company held on February 18, 2015;
“Auditors” means the auditors for the time being of the Company;
“Award Date” means the date on which the Award Letter is duly signed by both the Company and the Grantee;
“Board” means the board of directors of the Company for the time being or a duly authorized committee thereof;
“Code” means, the United States Internal Revenue Code of 1986, as amended;
“Commencement Date” means, in respect of an Option, the date upon which such Option is deemed to be granted and accepted in accordance with Section 3(c);
“Company” means 17 Education & Technology Group Inc., a company incorporated under the laws of the Cayman Islands;
“Covered Transaction” means any of the following transactions: (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of shares of the Company, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding shares by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all of the Company’s assets determined on a consolidated basis, (iii) a dissolution or liquidation of the Company, or (iv) a Change of Control. Notwithstanding the foregoing, with respect to any Option that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Covered Transaction under the Plan for purposes of payment of such Option unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
“Change of Control” means a transaction or series of related transactions as a result of which any person, entity or group acting in concert, becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the voting securities of the Company (or any entity which controls the Company).
“Eligible Employee” means any full-time employee of the Company or any Subsidiary (including directors of the Company or any Subsidiary) or any other persons who devote substantially all of their time and efforts to the business, management and operation of the Company and/or any Subsidiary, as determined by the Board;
“Exercise Price” means the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option;
“Expiration Date” means, in respect of an Option, the date of expiration of the Option as may be determined by the Board which shall not be later than December 31, 2035;
“Founder” LIU Chang (刘畅), a PRC citizen whose PRC ID number is [***];
1
“Grantee” means any Eligible Employee who accepts the offer of the grant of an Option in accordance with the terms of the Plan or (where the context so permits) a person or persons who, in accordance with the laws of succession applicable in respect of the death of a Grantee, is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised) in consequence of the death of such Grantee;
“Option” means an option to subscribe for Shares granted pursuant to the Plan;
“Option Period” means in respect of an Option, the period commencing on the Commencement Date and expiring on the Expiration Date for such Option;
“Plan” means this Sixth Amended and Restated Share Option Plan, the rules of which are set out in this document, in its present or any amended form;
“SAFE Circular 37” Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration of Financing, Outbound Investments and Inbound Investments by PRC Residents(关于境内居民通过境外特殊目的公司境外投融资及返程投资外汇管理有关问题的通知), issued on July 4, 2014, and its successor regulations, implementing rules and guidelines.
“Shares” means ordinary shares in the capital of the Company, par value US$0.0001 or such other nominal amount as shall result from a sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, having the rights, preferences, privileges and restrictions set out in the Company’s memorandum and articles of association for the time being in force; provided that, unless otherwise determined by the Company, the Shares subject to any Option constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code;
“Shareholders Agreement” means the shareholders agreement with respect to the Company entered into by and among the Company, its shareholders, and certain other parties as of March 9, 2015, as amended from time to time;
“Subsidiary” means a subsidiary for the time being of the Company, including, for the avoidance of doubt, any variable interest entity whose financial statements are consolidated with those of the Company;
“Type I Vesting Schedule” means a Vesting Schedule according to which, 25% of the total number of the Shares comprised in the Option shall vest twelve (12) months after the Commencement Date, and the remaining 75% of the total number of the Shares comprised in the Option shall vest equally on monthly basis over the following thirty-six (36) months;
“Type II Vesting Schedule” means a Vesting Schedule according to which, 40% of the total number of the Shares comprised in the Option shall vest twenty-four (24) months after the Commencement Date, and the remaining 60% of the total number of the Shares comprised in the Option shall vest equally on monthly basis over the following thirty-six (36) months;
“Type III Vesting Schedule” means a Vesting Schedule according to which, 25% of the total number of the Shares comprised in the Option shall vest on each of the first anniversary of the Commencement Date, the second anniversary of the Commencement Date, the third anniversary of the Commencement Date and the fourth anniversary of the Commencement Date;
“Type IV Vesting Schedule” means a Vesting Schedule according to which, (1) 50% of the total number of the Shares comprised in the Option shall vest on each of the Commencement Date and the first anniversary of the Commencement Date, (2) one third of the total number of the Shares comprised in the Option shall vest on each of the Commencement Date, the first anniversary of the Commencement Date and the second anniversary of the Commencement Date, or (3) 25% of the total number of the Shares comprised in the Option shall vest on each of the Commencement Date, the first anniversary of the Commencement Date, the second anniversary of the Commencement Date and the third anniversary of the Commencement Date, with the number of Shares vested in each installment subject to any downward adjustments that the Company may make at its sole discretion;
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“Type V Vesting Schedule” means a Vesting Schedule according to which, the commencement date of the vesting of the Shares comprised in the Option shall be a date to be determined at the sole discretion of the Company and the total vesting period shall be at least forty eight (48) months.
“$” and “cents” means U. S. dollars and cents respectively; and
“Vesting Schedule” means in relation to an Option, a schedule for the vesting of Shares comprised in the Option during the Option Period to be determined by the Board on the date of grant of that Option, including Type I Vesting Schedule, Type II Vesting Schedule, Type III Vesting Schedule, Type IV Vesting Schedule, Type V Vesting Schedule and other vesting schedules as may be otherwise determined by the Board.
The Exercise Price in relation to each Option offered to an Eligible Employee shall be determined by the Board in its absolute discretion but in any event shall not be less than the par value of the Share; provided that, the Exercise Price in relation to each Option offered to an Eligible Employee who is subject to taxation under the Code shall be no less than the Fair Market Value of the Share on the date of grant as determined by the Board in good faith taking into account the requirements of Section 409A of the Code and the regulations thereunder.
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An Option, (i) if vested, shall automatically lapse (to the extent not already exercised), or (ii) if unvested, shall automatically be cancelled and cease vesting, in each case on the earliest of:
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In the event of any alteration in the capital structure of the Company when any Option remains exercisable, whether by way of capitalization of profits or reserves, rights issue, consolidation, reclassification, reconstruction, subdivision or reduction of the share capital of the Company or otherwise, such corresponding alterations (if any) shall be made (except on an issue of securities of the Company as consideration in a transaction which shall not be regarded as a circumstance requiring alteration or adjustment, as determined by the Board) in:
as the Auditors shall certify in writing to the Board to be in their opinion fair and reasonable, provided that any such alterations shall be made on the basis that a Grantee shall have the same proportion of the equity capital of the Company as that to which he or she was entitled to subscribe had he or she exercised all the Options held by him or her immediately before such adjustments and the aggregate Exercise Price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same as (but shall not be greater than) it was before such event and that no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. Any adjustment to, or assumption or substitution of, an Option under this Section 8 shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable to a Grantee. The capacity of the Auditors in this Section 8 is that of experts and not of arbitrators and their certification shall be final and binding on the Company and the Grantees.
Except as may otherwise be provided in any Award Letter or any other written agreement entered into by and between the Company and a Grantee, if a Covered Transaction occurs and a Grantee’s Options are not converted, assumed, or replaced by an acquiring or surviving entity, such Options shall become fully exercisable and all forfeiture
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restrictions on such Option shall lapse; provided that, upon, or in anticipation of, a Covered Transaction, the Board may in its sole discretion determine to take one or more of the following actions, provided that with respect to any Grantee that is subject to taxation under the Code, such action(s) shall be taken in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable to such Grantee:
The exercise of any Option shall be subject to the members of the Company in general meeting approving any necessary increase in the authorized share capital of the Company. Subject thereto, the Board shall make available sufficient authorized but unissued share capital of the Company to meet subsisting requirements for the exercise of Options.
Any dispute arising in connection with the Plan (whether as to the number of Shares the subject of an Option, the amount of the Exercise Price or otherwise) shall be referred to the decision of the Auditors who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final and conclusive and binding on all persons who may be affected thereby.
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The Company, by ordinary resolution of the shareholders in general meeting or resolution of the Board, may at any time terminate the operation of the Plan and in such event no further Options will be offered but in all other respects the provisions of the Plan shall remain in force and Options granted prior to such termination shall continue to be valid and exercisable in accordance with the Plan.
The Plan and all Options granted hereunder shall be governed by and construed in accordance with the laws of Hong Kong.
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EXHIBIT A
SIXTH AMENDED AND RESTATED 2015 SHARE OPTION PLAN OF 17 EDUCATION
& TECHNOLOGY GROUP INC.
AWARD LETTER
[Employee’s Name and Position] PRIVATE AND CONFIDENTIAL
[Employee’s Address]
[Date]
Dear [Employee’s Name]
The Board of Directors of 17 Education & Technology Group Inc. (the “Company”) would like to invite you to participate in the Company’s Sixth Amended and Restated 2015 Share Option Plan (the “Plan”), the form of which is enclosed herewith for your reference. The terms used in this letter shall have the same meaning given to them in the Plan.
Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment by you of a sum of US$1.00, to subscribe for and be allotted [ ] ordinary shares, par value US$0.0001 each, of the Company at the price of US$[ ] per ordinary share (the “Exercise Price”). The Option shall be subject to the terms and conditions of this Award Letter and the Plan (as the same may be amended from time to time pursuant to the terms and conditions of the Plan), a copy of which is enclosed herewith.
The Option Period shall commence on the Commencement Date and expire by December 31, 2035 and the Option may be exercised during the Option Period in accordance with the following Vesting Schedule:
[To insert the applicable vesting schedule according to Type I Vesting Schedule, Type II Vesting Schedule, Type III Vesting Schedule, Type IV Vesting Schedule, Type V Vesting Schedule or other vesting schedule as may be otherwise determined by the Board]
During any authorized leave of absence, the vesting of the Shares shall be suspended after the leave of absence exceeds a period of ninety (90) days. Vesting of the Shares shall resume upon the termination of such leave of absence and your return to continuous service. The Vesting Schedule of the Shares shall be extended at such time by the length of the suspension.
In the event that your status changes from employee or director to consultant, the vesting of the Shares shall continue only to the extent determined by the Board as of such change in status.
The Option is personal to you and may not be sold, mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part or any way whatsoever, except with the prior written consent of the Board.
By executing this Award Letter, you have (i) agreed to be bound by the terms and conditions hereof and of the Plan enclosed herewith, (ii) confirmed that your holding of the Option will not result in the contravention of any applicable law or regulation in relation to the ownership of shares in the Company or options to subscribe for such shares, (iii) acknowledged that the Company has not made any representation or warranty or given you any expectation of employment or continued employment to induce you to accept the award and that the terms of the Plan, and this Award Letter constitute the entire agreement between you and the Company relating to the offer, (iv) agreed to keep all information pertaining to the grant of the Option to you confidential, (v) acknowledged that any action taken or decision made by the Company, the Board, or its delegates arising out of or in connection with the construction, administration, interpretation or effect of the Plan or this Award Letter shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on you, (vi) indicated acceptance and ratification of,
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and consent to, any action taken under the Plan by the Company, the Board or its delegates, (vii) acknowledged and agreed that your rights hereunder, including the right to be issued Shares upon exercise, are subject to your obtaining of all necessary consent, registration and approval under applicable laws and regulations, including but not limited to any registration required by the foreign exchange authority in China, (viii) acknowledged and agreed that your rights hereunder, including the right to be issued Shares upon exercise, are subject to your prompt payment of all required tax, and that in the event the Company is subject to any applicable legal requirements with respect to tax withholding, you should promptly pay to the Company in cash all such taxes required to be withheld and (ix) agreed that, if applicable and upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, you shall duly execute and deliver any market stand-off agreement, lock-up agreement and/or other similar document(s) containing standard terms and conditions consistent with market practice, in relation to the restrictions on transfer or disposition of any securities of the Company beneficially owned by you at the time of the initial public offering of the Company.
Please note that, (i) this Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of the options under the Plan is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when rights shall be granted, the exercise price, and the time or times when each right shall be exercisable, will be at the sole discretion of the Company; (iv) your participation in the Plan is voluntary; (v) the value of the option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (vi) the option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) except as may be otherwise explicitly provided in the Plan (including pursuant to Section 5(b) and/or Section 5(e) of the Plan), the Option shall not be exercisable prior to the one hundred and eightieth (180th) day after the completion of an initial public offering of the securities of the Company. The Option may be exercised by the Grantee at any time or times following the one hundred and eightieth (180th) day after the completion of an initial public offering of the securities of the Company during the Option Period and in accordance with the Vesting Schedule applicable to the Option, provided that:(1) in the event that the Grantee ceases to be an Eligible Employee for any reason other than his or her death or the termination of his or her employment on one or more of the grounds specified in Section 6(d) of the Plan, the Grantee may exercise any portion of the Option that has vested at the date of such cessation (to the extent not already exercised and which date shall be the last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not), on any date within ninety (90) days following the later of (x) the date of such cessation and (y) the one hundred and eightieth (180th) day after the completion of an initial public offering of the securities of the Company and (2) in the event that the Grantee ceases to be an Eligible Employee by reason of death and none of the events which would have been a ground for termination of his or her employment under Section 6(d) of the Plan exists, the legal representative(s) and/or estate of the Grantee shall be entitled to exercise any portion of the Option that has vested in full (to the extent not already exercised) on the later of (x) any date within six (6) months from the date of death (or such longer period as the Board may determine) and (y) any date within ninety (90) days following the one hundred and eightieth (180th) days after the completion of an initial public offering of the securities of the Company; (viii) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty; and (ix) if the underlying shares do not increase in value, the option will have no value.
By executing this Award Letter, you have consented to the collection, use and transfer of personal data as described in this paragraph. It is understood that the Company and its Subsidiaries hold certain personal information about you, including but not limited to your name, home address and telephone number, date of birth, Passport/Identity Card Number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). You further acknowledge and consent that the Company and/or its Subsidiaries may transfer such Data amongst themselves for purposes of implementation, administration and management of my participation in the Plan, and that the Company and/or any of its subsidiaries may each further transfer such Data to any third parties assisting the Company in the implementation, administration and management of the Plan and who has a duty of confidentiality to the Company. These recipients may be located locally or overseas. By executing this Award Letter, you have authorized them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purpose of implementing, administering and managing your participation in the Plan, as
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may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view such Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting [NAME OF CONTACT PERSON] at [ADDRESS]. It is understood that if you withdraw the consent herein the Company may terminate your participation in the Plan.
Yours faithfully
For and on behalf of
17 Education & Technology Group Inc.
By:
Name: Liu Chang
Title: CEO
Agreed, accepted and acknowledged by the undersigned on the date first written above:
By:
Name:
ID No.:
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EXHIBIT B
SIXTH AMENDED AND RESTATED 2015 SHARE OPTION PLAN OF 17 EDUCATION
& TECHNOLOGY GROUP INC.
NOTICE OF EXERCISE
[*]
[ADDRESS]
Attn: [____________________]
I ______________________________________________________________________ (Name), ____________________________________ (Title) of _______________________________________ (Address) hereby exercise [all ] [part] of my Option in the Company’s Sixth Amended and Restated 2015 Share Option Plan and enclose my remittance for shares in [____________________] as follows:
Number of Shares subject to |
[____________] |
Subscription Price: |
US$[ ] |
Total Remittance: |
US$[ ] |
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Signature of Option holder |
Date |
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Exhibit 99.2
17 EDUCATION & TECHNOLOGY GROUP INC.
THIRD AMENDED AND RESTATED 2018 SHARE OPTION PLAN
“Adoption Date” means January 12, 2018, the date on which the Plan becomes effective pursuant to the shareholders’ resolutions passed on January 12, 2018;
“Auditors” means the auditors for the time being of the Company;
“Award Date” means the date on which the Award Letter is duly signed by both the Company and the Grantee;
“Board” means the board of directors of the Company for the time being or a duly authorized committee thereof;
“Code” means, the United States Internal Revenue Code of 1986, as amended;
“Commencement Date” means, in respect of an Option, the date upon which such Option is deemed to be granted and accepted in accordance with Section 3(c);
“Company” means 17 Education & Technology Group Inc., a company incorporated under the laws of the Cayman Islands;
“Covered Transaction” means any of the following transactions: (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of shares of the Company, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding shares by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all of the Company’s assets determined on a consolidated basis, (iii) a dissolution or liquidation of the Company, or (iv) a Change of Control. Notwithstanding the foregoing, with respect to any Option that is characterized as “nonqualified deferred compensation” within the meaning of Section 409A of the Code, an event shall not be considered to be a Covered Transaction under the Plan for purposes of payment of such Option unless such event is also a “change in ownership,” a “change in effective control” or a “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code.
“Change of Control” means a transaction or series of related transactions as a result of which any person, entity or group acting in concert, becomes the beneficial owner, directly or indirectly, of 50% or more of the total voting power of the voting securities of the Company (or any entity which controls the Company).
“Eligible Employee” means any full-time employee of the Company or any Subsidiary (including directors of the Company or any Subsidiary) or any other persons who devote substantially all of their time and efforts to the business, management and operation of the Company and/or any Subsidiary, as determined by the Board;
“Exercise Price” means the price per Share at which a Grantee may subscribe for Shares on the exercise of an Option;
“Expiration Date” means, in respect of an Option, the date of expiration of the Option as may be determined by the Board which shall not be later than December 31, 2035;
“Founder” LIU Chang (刘畅), a PRC citizen whose PRC ID number is [***];
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“Grantee” means any Eligible Employee who accepts the offer of the grant of an Option in accordance with the terms of the Plan or (where the context so permits) a person or persons who, in accordance with the laws of succession applicable in respect of the death of a Grantee, is or are entitled to exercise the Option granted to such Grantee (to the extent not already exercised) in consequence of the death of such Grantee;
“Option” means an option to subscribe for Shares granted pursuant to the Plan;
“Option Period” means in respect of an Option, the period commencing on the Commencement Date and expiring on the Expiration Date for such Option;
“Plan” means this Third Amended and Restated 2018 Share Option Plan, the rules of which are set out in this document, in its present or any amended form;
“SAFE Circular 37” Circular of the State Administration of Foreign Exchange on Relevant Issues concerning Foreign Exchange Administration of Offshore Financing, and Investments and Roundtrip Investments by PRC Residents (关于境内居民通过特殊目的公司境外投融资及返程投资外汇管理有关问题的通知), issued on July 4, 2014, and its successor regulations, implementing rules and guidelines.
“Shares” means ordinary shares in the capital of the Company, par value US$0.0001 or such other nominal amount as shall result from a sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, having the rights, preferences, privileges and restrictions set out in the Company’s memorandum and articles of association for the time being in force; provided that, unless otherwise determined by the Company, the Shares subject to any Option constitutes “service recipient stock” for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code;
“Shareholders Agreement” means the shareholders agreement with respect to the Company entered into by and among the Company, its shareholders, and certain other parties as of March 9, 2015, as amended from time to time;
“Subsidiary” means a subsidiary for the time being of the Company, including, for the avoidance of doubt, any variable interest entity whose financial statements are consolidated with those of the Company;
“Type I Vesting Schedule” means a Vesting Schedule according to which, 25% of the total number of the Shares comprised in the Option shall vest twelve (12) months after the Commencement Date, and the remaining 75% of the total number of the Shares comprised in the Option shall vest equally on monthly basis over the following thirty-six (36) months;
“Type II Vesting Schedule” means a Vesting Schedule according to which, 40% of the total number of the Shares comprised in the Option shall vest twenty-four (24) months after the Commencement Date, and the remaining 60% of the total number of the Shares comprised in the Option shall vest equally on monthly basis over the following thirty-six (36) months;
“Type III Vesting Schedule” means a Vesting Schedule according to which, 25% of the total number of the Shares comprised in the Option shall vest on each of the first anniversary of the Commencement Date, the second anniversary of the Commencement Date, the third anniversary of the Commencement Date and the fourth anniversary of the Commencement Date;
“Type IV Vesting Schedule” means a Vesting Schedule according to which, (1) 50% of the total number of the Shares comprised in the Option shall vest on each of the Commencement Date and the first anniversary of the Commencement Date, (2) one third of the total number of the Shares comprised in the Option shall vest on each of the Commencement Date, the first anniversary of the Commencement Date and the second anniversary of the Commencement Date, or (3) 25% of the total number of the Shares comprised in the Option shall vest on each of the Commencement Date, the first anniversary of the Commencement Date, the second anniversary of the Commencement Date and the third anniversary of the Commencement Date, with the number of Shares vested in each installment subject to any downward adjustments that the Company may make at its sole discretion;
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“Type V Vesting Schedule” means a Vesting Schedule according to which, the commencement date of the vesting of the Shares comprised in the Option shall be a date to be determined at the sole discretion of the Company and the total vesting period shall be at least forty eight (48) months.
“$” and “cents” means U. S. dollars and cents respectively; and
“Vesting Schedule” means in relation to an Option, a schedule for the vesting of Shares comprised in the Option during the Option Period to be determined by the Board on the date of grant of that Option, including Type I Vesting Schedule, Type II Vesting Schedule, Type III Vesting Schedule, Type IV Vesting Schedule, Type V Vesting Schedule and other vesting schedules as may be otherwise determined by the Board.
The Exercise Price in relation to each Option offered to an Eligible Employee shall be determined by the Board in its absolute discretion but in any event shall not be less than the par value of the Share; provided that, the Exercise Price in relation to each Option offered to an Eligible Employee who is subject to taxation under the Code shall be no less than the Fair Market Value of the Share on the date of grant as determined by the Board in good faith taking into account the requirements of Section 409A of the Code and the regulations thereunder.
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An Option, (i) if vested, shall automatically lapse (to the extent not already exercised), or (ii) if unvested, shall automatically be cancelled and cease vesting, in each case on the earliest of:
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In the event of any alteration in the capital structure of the Company when any Option remains exercisable, whether by way of capitalization of profits or reserves, rights issue, consolidation, reclassification, reconstruction, subdivision or reduction of the share capital of the Company or otherwise, such corresponding alterations (if any) shall be made (except on an issue of securities of the Company as consideration in a transaction which shall not be regarded as a circumstance requiring alteration or adjustment, as determined by the Board) in:
as the Auditors shall certify in writing to the Board to be in their opinion fair and reasonable, provided that any such alterations shall be made on the basis that a Grantee shall have the same proportion of the equity capital of the Company as that to which he or she was entitled to subscribe had he or she exercised all the Options held by him or her immediately before such adjustments and the aggregate Exercise Price payable by a Grantee on the full exercise of any Option shall remain as nearly as possible the same as (but shall not be greater than) it was before such event and that no such alterations shall be made the effect of which would be to enable a Share to be issued at less than its nominal value. Any adjustment to, or assumption or substitution of, an Option under this Section 8 shall be intended to comply with the requirements of Section 409A of the Code and Treasury Regulation §1.424-1 (and any amendments thereto), to the extent applicable to a Grantee. The capacity of the Auditors in this Section 8 is that of experts and not of arbitrators and their certification shall be final and binding on the Company and the Grantees.
Except as may otherwise be provided in any Award Letter or any other written agreement entered into by and between the Company and a Grantee, if a Covered Transaction occurs and a Grantee’s Options are not converted, assumed, or replaced by an acquiring or surviving entity, such Options shall become fully exercisable and all forfeiture
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restrictions on such Option shall lapse; provided that, upon, or in anticipation of, a Covered Transaction, the Board may in its sole discretion determine to take one or more of the following actions, provided that with respect to any Grantee that is subject to taxation under the Code, such action(s) shall be taken in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable to such Grantee:
The exercise of any Option shall be subject to the members of the Company in general meeting approving any necessary increase in the authorized share capital of the Company. Subject thereto, the Board shall make available sufficient authorized but unissued share capital of the Company to meet subsisting requirements for the exercise of Options.
Any dispute arising in connection with the Plan (whether as to the number of Shares the subject of an Option, the amount of the Exercise Price or otherwise) shall be referred to the decision of the Auditors who shall act as experts and not as arbitrators and whose decision shall, in the absence of manifest error, be final and conclusive and binding on all persons who may be affected thereby.
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The Company, by ordinary resolution of the shareholders in general meeting or resolution of the Board, may at any time terminate the operation of the Plan and in such event no further Options will be offered but in all other respects the provisions of the Plan shall remain in force and Options granted prior to such termination shall continue to be valid and exercisable in accordance with the Plan.
The Plan and all Options granted hereunder shall be governed by and construed in accordance with the laws of Hong Kong.
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EXHIBIT A
THIRD AMENDED AND RESTATED 2018 SHARE OPTION PLAN OF 17 EDUCATION
& TECHNOLOGY GROUP INC.
AWARD LETTER
[Employee’s Name and Position] PRIVATE AND CONFIDENTIAL
[Employee’s Address]
[Date]
Dear [Employee’s Name]
The Board of Directors of 17 Education & Technology Group Inc. (the “Company”) would like to invite you to participate in the Company’s Third Amended and Restated 2018 Share Option Plan (the “Plan”), the form of which is enclosed herewith for your reference. The terms used in this letter shall have the same meaning given to them in the Plan.
Accordingly, an offer is hereby made to grant you an Option, in consideration of the payment by you of a sum of US$1.00, to subscribe for and be allotted [ ] ordinary shares, par value US$0.0001 each, of the Company at the price of US$[ ] per ordinary share (the “Exercise Price”). The Option shall be subject to the terms and conditions of this Award Letter and the Plan (as the same may be amended from time to time pursuant to the terms and conditions of the Plan), a copy of which is enclosed herewith.
The Option Period shall commence on the Commencement Date and expire by December 31, 2035 and the Option may be exercised during the Option Period in accordance with the following Vesting Schedule:
[To insert the applicable vesting schedule according to Type I Vesting Schedule, Type II Vesting Schedule, Type III Vesting Schedule, Type IV Vesting Schedule, Type V Vesting Schedule or other vesting schedule as may be otherwise determined by the Board]
During any authorized leave of absence, the vesting of the Shares shall be suspended after the leave of absence exceeds a period of ninety (90) days. Vesting of the Shares shall resume upon the termination of such leave of absence and your return to continuous service. The Vesting Schedule of the Shares shall be extended at such time by the length of the suspension.
In the event that your status changes from employee or director to consultant, the vesting of the Shares shall continue only to the extent determined by the Board as of such change in status.
The Option is personal to you and may not be sold, mortgaged, transferred, charged, assigned, pledged or otherwise disposed of or encumbered in whole or in part or any way whatsoever, except with the prior written consent of the Board.
By executing this Award Letter, you have (i) agreed to be bound by the terms and conditions hereof and of the Plan enclosed herewith, (ii) confirmed that your holding of the Option will not result in the contravention of any applicable law or regulation in relation to the ownership of shares in the Company or options to subscribe for such shares, (iii) acknowledged that the Company has not made any representation or warranty or given you any expectation of employment or continued employment to induce you to accept the award and that the terms of the Plan, and this Award Letter constitute the entire agreement between you and the Company relating to the offer, (iv) agreed to keep all information pertaining to the grant of the Option to you confidential, (v) acknowledged that any action taken or decision made by the Company, the Board, or its delegates arising out of or in connection with the construction, administration, interpretation or effect of the Plan or this Award Letter shall lie within its sole and absolute discretion, as the case may be, and shall be final, conclusive and binding on you, (vi) indicated acceptance and ratification of,
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and consent to, any action taken under the Plan by the Company, the Board or its delegates, (vii) acknowledged and agreed that your rights hereunder, including the right to be issued Shares upon exercise, are subject to your obtaining of all necessary consent, registration and approval under applicable laws and regulations, including but not limited to any registration required by the foreign exchange authority in China, (viii) acknowledge and agreed that your rights hereunder, including the right to be issued Shares upon exercise, are subject to your prompt payment of all required tax, and that in the event the Company is subject to any applicable legal requirements with respect to tax withholding, you should promptly pay to the Company in cash all such taxes required to be withheld and (ix) agreed that, if applicable and upon request by the Company or the underwriters managing the initial public offering of the Company’s securities, you shall duly execute and deliver any market stand-off agreement, lock-up agreement and/or other similar document(s) containing standard terms and conditions consistent with market practice, in relation to the restrictions on transfer or disposition of any securities of the Company beneficially owned by you at the time of the initial public offering of the Company.
Please note that, (i) this Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of the options under the Plan is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when rights shall be granted, the exercise price, and the time or times when each right shall be exercisable, will be at the sole discretion of the Company; (iv) your participation in the Plan is voluntary; (v) the value of the option is an extraordinary item of compensation which is outside the scope of your employment contract, if any; (vi) the option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) except as may be otherwise explicitly provided in the Plan (including pursuant to Section 5(b) and/or Section 5(e) of the Plan), the Option shall not be exercisable prior to the one hundred and eightieth (180th) day after the completion of an initial public offering of the securities of the Company. The Option may be exercised by the Grantee at any time or times following the one hundred and eightieth (180th) day after the completion of an initial public offering of the securities of the Company during the Option Period and in accordance with the Vesting Schedule applicable to the Option, provided that:(1) in the event that the Grantee ceases to be an Eligible Employee for any reason other than his or her death or the termination of his or her employment on one or more of the grounds specified in Section 6(d) of the Plan, the Grantee may exercise any portion of the Option that has vested at the date of such cessation (to the extent not already exercised and which date shall be the last actual working day with the Company or the relevant Subsidiary whether salary is paid in lieu of notice or not), on any date within ninety (90) days following the later of (x) the date of such cessation and (y) the one hundred and eightieth (180th) day after the completion of an initial public offering of the securities of the Company and (2) in the event that the Grantee ceases to be an Eligible Employee by reason of death and none of the events which would have been a ground for termination of his or her employment under Section 6(d) of the Plan exists, the legal representative(s) and/or estate of the Grantee shall be entitled to exercise any portion of the Option that has vested in full (to the extent not already exercised) on the later of (x) any date within six (6) months from the date of death (or such longer period as the Board may determine) and (y) any date within ninety (90) days following the one hundred and eightieth (180th) days after the completion of an initial public offering of the securities of the Company; (viii) the future value of the Shares purchased under the Plan is unknown and cannot be predicted with certainty; and (ix) if the underlying shares do not increase in value, the option will have no value.
By executing this Award Letter, you have consented to the collection, use and transfer of personal data as described in this paragraph. It is understood that the Company and its Subsidiaries hold certain personal information about you, including but not limited to your name, home address and telephone number, date of birth, Passport/Identity Card Number, salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in your favor, for the purpose of managing and administering the Plan (“Data”). You further acknowledge and consent that the Company and/or its Subsidiaries may transfer such Data amongst themselves for purposes of implementation, administration and management of my participation in the Plan, and that the Company and/or any of its subsidiaries may each further transfer such Data to any third parties assisting the Company in the implementation, administration and management of the Plan and who has a duty of confidentiality to the Company. These recipients may be located locally or overseas. By executing this Award Letter, you have authorized them to receive, possess, use, retain and transfer the Data, in electronic or other form, for purpose of implementing, administering and managing your participation in the Plan, as
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may be required for the administration of the Plan and/or the subsequent holding of Shares on your behalf. You may, at any time, view such Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting [NAME OF CONTACT PERSON] at [ADDRESS]. It is understood that if you withdraw the consent herein the Company may terminate your participation in the Plan.
Yours faithfully
For and on behalf of
17 Education & Technology Group Inc.
By:
Name: Liu Chang
Title: CEO
Agreed, accepted and acknowledged by the undersigned on the date first written above:
By:
Name:
ID No.:
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EXHIBIT B
THIRD AMENDED AND RESTATED 2018 SHARE OPTION PLAN OF 17 EDUCATION &
TECHNOLOGY GROUP INC.
NOTICE OF EXERCISE
[*]
[ADDRESS]
Attn: [____________________]
I ______________________________________________________________________ (Name), ____________________________________ (Title) of _______________________________________ (Address) hereby exercise [all ] [part] of my Option in the Company’s Third Amended and Restated 2018 Share Option Plan and enclose my remittance for shares in [____________________] as follows:
Number of Shares subject to |
[____________] |
Subscription Price: |
US$[ ] |
Total Remittance: |
US$[ ] |
|
|
Signature of Option holder |
Date |
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Exhibit 99.3
17 Education & Technology Group Inc.
SECOND AMENDED AND RESTATED 2020 SHARE INCENTIVE PLAN
PURPOSE
The purpose of the Plan is to promote the success and enhance the value of 17 Education & Technology Group Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the Directors, Employees, and Consultants to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
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A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient first delivers written notice to the Participant of a finding of termination for Cause.
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3
SHARES SUBJECT TO THE PLAN
4
ELIGIBILITY AND PARTICIPATION
OPTIONS
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6
RESTRICTED SHARES
7
RESTRICTED SHARE UNITS
PROVISIONS APPLICABLE TO AWARDS
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In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.
Notwithstanding anything else in this Section 1.1.8.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options, Restricted Shares and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Administrator in order for it to be effective.
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CHANGES IN CAPITAL STRUCTURE
ADMINISTRATION
10
11
EFFECTIVE AND EXPIRATION DATE
AMENDMENT, MODIFICATION, AND TERMINATION
GENERAL PROVISIONS
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