AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

Exhibit 4.5

AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT

This AMENDMENT NO. 1 TO THE THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT, dated as of May 27, 2016 (this “Amendment”), is made by and among:

(1) Xxxx Xxxxxx Xxxxx, a People’s Republic of China (“PRC”) citizen with his PRC Identification Card No. of 320623198512176631;

(2) Ting Shu, a PRC citizen with her PRC Identification Card No. of 360702198602110645;

(3) Dasheng Global Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office address located at Xxxxxxxxx Xxxxxxxx, X.X. Xxx 0000, Xxxx Xxxx, Xxxxxxx, Xxxxxxx Virgin Islands;

(4) Dasheng Online Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office address located at Sertus Xxxxxxxx, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands;

(5) China Online Education Group, a company duly incorporated and validity existing under the laws of the Cayman Islands, with its registered office located at Harbour Place, 103 South Church Street, P.O. Box 2582, Grand Cayman KY1-1103,Cayman Islands (the “Company”);

(6) China Online Education (HK) Limited, a limited liability company incorporated under the laws of Hong Kong, with its registered office located at Xxxx 0000, 00/X., Xxxxxxx Xxxxxx, 28 Queen’s Road East, Wanchai, Hong Kong (the “HK Co I”);

(7) 51 Talk English International Limited, a limited liability company incorporated under the laws of Hong Kong with its registered office located at XX 000, 0/X Xxxxxx XXX Xx.00-00 Xxxxxxxx Xxxx XX, Xxxxxxx, Xxxx Xxxx (the “HK Co II”, together with the HK Co I, collectively as the “HK Companies”);

(8) 51Talk English Philippines Corporation, an export market enterprise organized under the laws of the Philippines with its principal office at Xxxx 000 0xx Xxxxx, Xxxxxx Xxxxxxxx, Xxxxxxxxxxxx Xxxxxx, Xxxxxx Xxxx, the Philippines (the “Philippines Co I”);

(9) China Online Innovations Inc., an enterprise organized under the laws of the Philippines with its principal office at 8th Floor Xxxxxxxx Cyberscape Alpha Xxxxxxx and Sapphire Road Ortigas Center, Pasig City 1206 (the “Philippines Co II”, together with the Philippines Co I, collectively as the “Philippines Companies”);

(10) Beijing Dasheng Online Technology Co., Ltd. (北京大生在线科技有限公司), a wholly foreign owned limited liability company incorporated under the laws of the

PRC with its registered office located at South Xx.0, Xxxxx 0, Xxxxx Xxxxxxxx, Xx. 0 Xxxxxxx Xxxx Street, Haidian District, Beijing (北京市海淀区上地东路 9 号《得实大厦》六层南区一号) (the “WFOE”);

(11) Beijing Dasheng Zhixing Technology Co., Ltd. (北京大生知行科技有限公司), a limited liability company incorporated under the laws of the PRC with its registered office located at Xxxxx 0000, Xxxxxxxx Xx. 0, 0 Xxxxxx Xxxx, Xxxxxxx High-Tech Park, Shijiangshan District, Beijing, the PRC (北京市石景山区八大处高科技园区西井路 3 号 3 号楼 9154 房间) (the “Domestic Company”, collectively with the WFOE, the “PRC Companies”);

(12) SCC Growth I Holdco A, Ltd., an exempted company duly formed and validly existing under the laws of the Cayman Islands (“SCC Growth”);

(13) SCC Venture V Holdco I, Ltd., an exempted company duly formed and validly existing under the laws of the Cayman Islands (“SCC Venture”);

(14) Huaxing Capital Partners, L.P., an exempted company duly formed and validly existing under the laws of the Cayman Islands (“Huaxing”);

(15) DCM Hybrid RMB Fund, L.P., a partnership duly formed and validity existing under the laws of the Cayman Islands with its registered office located at Xxxxxxxx Corporate Services Limited, X.X. Xxx 000 GT, 0xx Xxxxx Xxxxxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxx Xxxxxxx, XX0-0000 (“DCM”);

(16) Zhen Partners Fund I, L.P., a limited partnership duly organized, validly existing and in good standing under the laws of the Cayman Islands (the “Zhen Fund”);

(17) Shunwei TMT II Limited, a BVI business company established under the laws of the British Virgin Islands (“Shunwei”);

(18) Duowan Entertainment Corp., an exempted company with limited liability established under the laws of the British Virgin Islands (“Duowan”);

(19) Engage Capital Partners I, L.P., a partnership with limited liability established under the laws of the Cayman Islands (“Engage Capital”); and

(20) Hattori Kei, a Japanese individual with his passport No. of XX0000000.

The parties set forth above are collectively referred to as the “Original Parties,” and individually, an “Original Party.”

WHEREAS, on August 31, 2015, the Original Parties entered into a third amended and restated shareholders’ agreement (the “Agreement”).

1. The parties hereto hereby agree to amend the Agreement as follows:

The definition of “Qualified IPO” in Section 1.1 of the Agreement is hereby deleted in its entirety and replaced with the following definition:

2

“Qualified IPO” means an initial public offering (“IPO”) of the Ordinary Shares of the Company in the United States of America pursuant to an effective registration under the Securities Act or on a reputable stock exchange in Tokyo, London, Hong Kong, Singapore or other jurisdiction acceptable to the Majority Preferred Holders, with a pre-IPO valuation of the Company (i) of not less than US$500,000,000 or (ii) of such lower amount as approved by the Board (including the affirmative votes or consent of all Investor Directors) in writing.

2. This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement.  Except as expressly amended hereby, all terms and provisions of the Agreement are and shall remain in full force and effect, and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment, and as it may hereafter be further amended or restated.

3. The provisions of Section 30 (Governing Law and Jurisdiction) and Section 32 (Miscellaneous) of the Agreement shall apply mutatis mutandis to this Amendment.

4. This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party; provided that a facsimile or e-mail signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or e-mail signature, as applicable.

[Remainder of Page Left Blank Intentionally]

3

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

China Online Education Group
/s/ Xxxx Xxxxxx Xxxxx
Name:	Xxxx Xxxxxx Xxxxx
Title:	Director
China Online Education (HK) Limited
/s/ Xxxx Xxxxxx Xxxxx
Name:	Xxxx Xxxxxx Xxxxx
Title:	Director
51 Talk English International Limited
/s/ Xxxx Xxxxxx Xxxxx
Name:	Xxxx Xxxxxx Xxxxx
Title:	Director
51 Talk English Philippines Corporation
/s/ Xxxxxx Xxx
Name:	Xxxxxx Xxx
Title:	Director

[Signature Page to Amendment No. 1 to the SHA]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

China Online Innovations Inc.
/s/ Ting Shu
Name:	Ting Shu
Title:	Director
Beijing Dasheng Online Technology Co., Ltd.
(北京大生在线科技有限公司)
/s/ Xxxx Xxxxxx Xxxxx
Name:	Xxxx Xxxxxx Xxxxx
Title:	Legal Representative
Beijing Dasheng Zhixing Technology Co., Ltd.
(北京大生知行科技有限公司)
/s/ Xxxx Xxxxxx Xxxxx
Name:	Xxxx Xxxxxx Xxxxx
Title:	Legal Representative

[Signature Page to Amendment No. 1 to the SHA]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

Dasheng Global Limited
/s/ Xxxx Xxxxxx Xxxxx
Name:	Xxxx Xxxxxx Xxxxx
Title:	Director
Dasheng Online Limited
/s/ Ting Shu
Name:	Ting Shu
Title:	Director
Zhen Partners Fund I, L.P.
/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx
Title:	Authorized Signatory
Kei Hattori
/s/ Kei Hattori

[Signature Page to Amendment No. 1 to the SHA]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

DCM Hybrid RMB Fund, L.P.

By: DCM Hybrid RMB Fund Investment Management, L.P., its General Partner

By: DCM Hybrid RMB Fund International, Ltd., its General Partner

/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxx X. Xxxxxx
Title:	Authorized Signatory
Shunwei TMT II Limited
/s/ Tuck Lye Koh
Name:	Tuck Lye Koh
Title:	Authorized Signatory
Duowan Entertainment Corp.
/s/ Xxxxxxx Xx
Name:	Xxxxxxx Xx
Title:	Authorized Signatory
Huaxing Capital Partners, L.P.
/s/ Bao Fan
Name:	Bao Fan
Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to the SHA]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

SCC Venture V Holdco I, Ltd.
/s/ Kok Xxx Xxx
Name:	Kok Xxx Xxx
Title:	Authorized Signatory
SCC Growth I Holdco A, Ltd.
/s/ Kok Xxx Xxx
Name:	Kok Xxx Xxx
Title:	Authorized Signatory
Engage Capital Partners I, L.P.
/s/ Xxxxx Xxxx
Name:	Xxxxx Xxxx
Title:	Authorized Signatory

[Signature Page to Amendment No. 1 to the SHA]

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered as of the date first written above.

Xxxx Xxxxxx Xxxxx

/s/ Xxxx Xxxxxx Xxxxx

Ting Shu

/s/ Ting Shu

[Signature Page to Amendment No. 1 to the SHA]