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OneSmart International Education Group Announces ADS Ratio Change

OneSmart | January 17, 2022

OneSmart International Education Group Limited ("OneSmart" or the "Company") (NYSE: ONE) today announced that it will change the ratio of its American depositary shares ("ADSs") representing its Class A ordinary shares from one (1) ADS representing forty (40) Class A ordinary share to one (1) ADS representing one thousand (1,000) Class A ordinary shares.

For OneSmart's ADS holders, the change in the ADS ratio will have the same effect as a one-for-twenty-five reverse ADS split. There will be no change to the Company's Class A ordinary shares. The effect of the ratio change on the ADS trading price on the New York Stock Exchange (the "NYSE") is expected to take place at the open of trading on January 24, 2022 (U.S. Eastern Time). ADS holders of record on the effective date will need to surrender their ADS to the depositary bank for cancellation and exchange in connection with the ADS ratio change, with further details to be provided in the notice by the depositary bank. The exchange of every twenty-five (25) then-held ADSs for one (1) new ADS will occur automatically with the then-held ADSs being cancelled and new ADSs being issued by the depositary bank, in each case as of the effective date for the ADS ratio change. OneSmart's ADSs will continue to be traded on the NYSE under the symbol "ONE".

No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.

As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than twenty-five times the ADS price before the change.

About OneSmart
Founded in 2008 and headquartered in Shanghai, OneSmart International Education Group Limited currently provides non-subject based tutoring to students in China.  Given the “Policy to Further Reducing the Burden of Homework and Off-campus Tutoring for Compulsory Education Students,” (the “Double Reduction Policy”), which basically requires suspension of all subject-based off-campus tutoring business targeting pre-school kids and K12 students, the Company plans to provide online education and tutoring services exclusively to students outside of China, overseas education preparation and consulting services to students residing within China, “Smart ID Card” to campuses and develop and market smart training system incorporating virtual reality, artificial intelligence, blockchain and other technologies in order to facilitate the teaching and training process.

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