PROSPECTUS SUMMARY

        The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs discussed under "Risk Factors," before deciding whether to invest in our ADSs. This prospectus contains information from an industry report commissioned by us and prepared by Frost & Sullivan, an independent research firm, to provide information regarding our industry and our market position in China.

Our Mission

        Our mission is to bring out the utmost learning power in each student by cultivating his or her study motivation, capability and perseverance, and enable our students to pursue their life-long success.

Our Vision

        Our vision is to build the most trusted "Third Classroom" outside of home and school.

Our Value

        Through our years of operations, we infuse our core values of "customer focus, execution, innovation and teamwork" in our everyday services to students and parents.

Overview

        We are the largest premium K-12 after-school education service provider in China in terms of revenue in 2016 and 2017, according to Frost & Sullivan. We have built a comprehensive K-12 after-school education platform that encompasses our acclaimed premium tutoring services, premium young children education services and language and culture programs. In 2017, we had the largest market share of 2.4% in China's premium K-12 after-school education market, as measured by revenues, according to Frost & Sullivan. We operated a nationwide network of 225 study centers across 42 cities in China as of November 30, 2017. We have maintained large and fast growing student enrollment over the years. Our average monthly enrollments for the fiscal years ended August 31, 2015, 2016 and 2017, and for the three months ended November 30, 2017 were 40,743, 56,019, 76,841 and 83,504, respectively.

        We introduced and implement our distinctive "Power Learning" education philosophy and case study teaching method, which aims at cultivating the study motivation, capability and perseverance of each student by means of interactive learning experiences, throughout all stages of our education programs and services and in all of our study centers. By carefully tailoring our teaching to each student's capabilities and aptitude, we have become a critical "Third Classroom" for our students, complementing the education they receive at home and in school.

        Our services mainly feature premium K-12 after-school education programs that target students from affluent families and mass affluent families, representing families with annual incomes of over RMB250,000 and between RMB100,000 and RMB250,000, respectively, which together accounted for approximately 48.0% of all Chinese families in 2017, according to Frost & Sullivan. Over our ten years of operation, we have built a leading "OneSmart" brand upon our OneSmart VIP programs which offer premium tutoring services in one-on-one and one-on-three teacher-to-student settings with a full spectrum of course offerings covering core academic subjects taught in primary and secondary schools in China at levels between the third and twelfth grades of the K-12 system. "HappyMath", our premium young children education brand originally focusing on mathematics has become one of the most renowned brands in the young children mathematics tutoring market in China. In 2016 and 2017, HappyMath was the largest

after-school mathematics education service provider for students in kindergarten to the third grade in Shanghai, as measured by revenues, according to Frost & Sullivan.

        The effectiveness of our premium tutoring services and young children mathematics education services has been demonstrated by the success of our students in school admissions and examinations. Students from the 2017 graduating class of our OneSmart VIP programs were able to achieve a 90.3% admission rate into high schools and 90.7% admission rate into universities as compared with China's nationwide admission rates for high schools and universities of 56.6% and 39.6%, respectively, in 2017, according to Frost & Sullivan. The admission rate of students from our HappyMath mathematics program into the top 10 private primary schools in Shanghai was 44.7% in 2017, as compared with the general admission rate for these schools of 8.3% in 2017, according to Frost & Sullivan. We have been able to command premium pricing for the education programs that we offer as a result of our quality service, excellent track record and leading position. The average hourly tuition fees that we charged for our services and programs were among the highest compared to those charged by the other after-school education service providers in China for similar class formats in 2016, according to Frost & Sullivan.

        Drawing upon our success and experience in our OneSmart VIP and HappyMath programs, we have been successfully expanding our service offerings and launched the following programs:

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Other premium young children services, including Chinese language and computer programming, which are now integrated and carried out under our "HappyMath" brand, and English tutoring services focusing on early childhood English study under the brand of "FasTrack English."



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Language and culture programs, including English language study under the brand of "OneSmart Elite English", overseas study test preparation services under the brand of "OneSmart overseas Language Training" and summer and winter study tours under the brand of "OneSmart Study Camp."

        We also continue to expand our program offerings to address evolving education needs through our newly launched online education programs and OneSmart class programs.

        Our proprietary centralized technology platform provides full technological support and connects our online teaching resources database, our teaching service management system and our operation management system. This technology platform ensures a high degree of standardization and helps us maintain high service quality in our education, while facilitating curriculum development and customized teaching for students across our broad network of study centers. It also enables us to build a set of robust operational and managerial information systems that integrate our operations, and improve the efficiency of how we expand and operate our study center network.

        Our success also lies in our well-trained education service team. Our commitment to recruiting and training qualified teachers is crucial to the quality of our education services and the development of our students. Our teachers and advisors undergo strict and systematic training to improve their service quality.

        As a result of our trusted brand, effective education service, and technology-supported and highly standardized management systems, our business has grown rapidly in recent years. Our net revenues increased from RMB1.1 billion to RMB1.5 billion, and to RMB2.1 billion (US$311.3 million) in the fiscal years of 2015, 2016 and 2017, respectively. Our net revenues increased from RMB326.9 million for the three months ended November 30, 2016 to RMB441.2 million (US$66.8 million) in the same period in 2017. Our net income increased from RMB56.1 million to RMB186.8 million, and to RMB243.3 million (US$36.8 million) in the fiscal years of 2015, 2016 and 2017, respectively. We had net loss of RMB0.1 million for the three months ended November 30, 2016 and net income of RMB18.1 million (US$2.7 million) in the same period in 2017.

        Due to PRC legal restrictions on foreign ownership and investment in the education business in China, we operate our after-school education business primarily through our variable interest entities, or

VIEs, and their subsidiaries and schools in China. We do not hold equity interests in our VIEs; however, through a series of contractual arrangements with our VIEs and their respective shareholders, we effectively control, and are able to derive substantially all of the economic benefits from, the VIEs.

Our Industry

        Premium K-12 after-school education market represents one of the most attractive and promising sectors in China's private education market given the continuously expanding addressable population it serves, its rapid growth rate and its highly fragmented nature. According to Frost & Sullivan, the premium K-12 after-school education market in China reached RMB94.6 billion in 2017, and is projected to reach RMB195.5 billion in 2022, representing a CAGR of 15.6% from 2017. Moreover, with top five players occupying approximately 6.1% in 2017, the fragmented premium K-12 after-school education market presents opportunities for leading private premium K-12 education service providers to solidify and expand market share through their high-quality services and established reputation. Within the K-12 after-school education market in China, young children after-school education segment also demonstrated great potential and its revenue reached RMB47.2 billion in 2017, and is expected to reach RMB108.8 billion in 2022, representing a CAGR of 18.2% from 2017.

        Premium K-12 after-school education refers to K-12 after-school customized tutoring services delivered through small groups of fewer than 10 students and/or in the one-on-one tutoring format. The key features of premium K-12 after-school education market include: (i) highly customized tutoring services based on a student's specific situation and study needs; (ii) effective improvement of students' academic performance; (iii) value-added support services to students and their parents to address additional needs in terms of counselling, prompt interaction and customer service. As an important segment of K-12 after-school education market, the young children student group in China normally refers to students from kindergarten to the third grade in primary school. The importance of mathematics in top primary school enrollment and junior primary school makes it the most popular subject in Shanghai's after-school tutoring services market. According to Frost & Sullivan, in 2017, the market size for Shanghai's after-school math tutoring services for young children has reached RMB2.7 billion and is expected to grow tremendously at a CAGR of 20.3%, to RMB6.8 billion in 2022.

        Behind the fast growth, the key drivers for premium K-12 after-school education market, as a whole, and the young children education segment, are:

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Continuing strong emphasis on academic excellence among Chinese families.



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Limited resources in key education institutions.



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Growing household spending on K-12 education and especially after-school tutoring.



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Expanding affluent and mass affluent families in China.



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Implementation of the Universal Two-Child Policy in China.

        To succeed in the premium K-12 education market and young children education segment, we believe that the most important factors include, (i) brand recognition and awareness; (ii) ability to provide high quality teaching and customized tutoring experiences to achieve best academic performance; (iii) ability to recruit, develop and manage a large number of qualified teachers; and (iv) ability to stay closely connected with parents to provide real time feedback and strong customer service through innovation.

Competitive Strengths

        We believe that the following strengths contribute to our success and are differentiating factors that set us apart from our competitors:

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Leader in premium K-12 after-school education services market with established brands;

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Customized and comprehensive learning experience powered by innovation;



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Significant expertise in teaching staff management and curriculum development;



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Robust teaching and operation system supported by our strong technology platform;



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Comprehensive suite of service offerings; and



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Experienced management team with strong passion for education.

Our Strategies

        Our goal is to further strengthen our leading position in the premium private education services market in China. We intend to pursue the following strategies to further grow our business:

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Continue to penetrate premium K-12 after-school education services market;



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Diversify and enrich our education program offerings;



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Enhance the development and management of our teacher team and teaching materials;



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Strengthen our technologies and analytics capabilities;



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Expand our online education presence; and



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Pursue selective strategic partnerships and acquisitions to further build eco-system.

Our Challenges

        Our business and successful execution of our strategies are subject to certain challenges, risks and uncertainties related to our business and our industry, regulation of our business and corporate structure and doing business in China.

        The challenges, risks and uncertainties we face include, but are not limited to:

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Our ability to continue to attract and retain student enrollments;



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Our ability to protect and enhance our brands;



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Our ability to improve our existing education programs and course contents or to develop new courses on a timely basis and in a cost-effective manner;



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Our ability to meet the evolving licensing and regulatory compliance requirements for operation of our K-12 after-school education services in China;



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Our ability to maintain and raise our premium pricing periodically; and



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Our ability to recruit, train and retain dedicated and qualified teachers and key management personnel.

Corporate History and Structure

Prior to 2017 Restructuring

        We established Shanghai OneSmart Education and Training Co., Ltd. (formerly known as Shanghai OneSmart Education Information Consulting Co., Ltd.), or Shanghai OneSmart, a domestic company in China, in 2007. In January 2008, we opened our first study center in Shanghai to provide premium K-12 after-school education services.

        In June 2009, we established Shanghai Rui Si Technology Information Consulting Co., Ltd., or Rui Si, to provide tutoring services that are currently covered under our premium young children education program.

        In September 2011, we established Shanghai Jing Xue Rui Information and Technology Co., Ltd., or the WFOE.

        In October 2015, we established Shanghai Jing Yu Investment Co., Ltd., or Jing Yu, which is a wholly owned subsidiary of Shanghai OneSmart in the PRC. Currently, it operates the study centers for our premium tutoring programs outside of Shanghai.

2017 Restructuring

        In March 2017, we incorporated OneSmart International Education Group Limited (formerly known as OneSmart Education Group Limited), or OneSmart Education, an exempted company under the laws of the Cayman Islands, as our offshore holding company to facilitate financing and offshore listing. In connection with this offering, we subsequently undertook a series of corporate restructurings, or 2017 Restructuring. In March 2017, OneSmart Education acquired OneSmart Edu Inc., or OneSmart BVI, a company incorporated in the British Virgin Islands, as our intermediary holding company, which holds 100% of the share capital of OneSmart Edu (HK) Limited, or OneSmart HK. In September 2017, OneSmart HK acquired all of the equity interest in the WFOE, which entered into a series of contractual arrangements with Shanghai OneSmart and its then shareholders. Subsequent to that, we also entered into a series of contractual arrangements with Rui Si and its then shareholders. As a result of the foregoing transactions, OneSmart Education became the entity that consolidates Shanghai OneSmart and Rui Si. The 20l7 Restructuring was completed under the common control of Xi Zhang, our founder and chief executive officer.

        The contractual arrangements with respect to Shanghai OneSmart and Rui Si enable us to (1) exercise effective control over Shanghai OneSmart and Rui Si; (2) receive substantially all of the economic benefits of Shanghai OneSmart and Rui Si in consideration for the technical and consulting services provided by the WFOE; and (3) have an exclusive option to purchase all of the equity interests in Shanghai OneSmart and Rui Si when and to the extent permitted under PRC laws and regulations. We also agree to provide unlimited financial support for the VIEs' operations. As a result of these contractual arrangements, we are considered the primary beneficiary of Shanghai OneSmart and Rui Si, and we treat them as our VIEs under the generally accepted accounting principles in the United States, or U.S. GAAP. We have consolidated the financial results of Shanghai OneSmart and Rui Si and their subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. Due to the PRC legal restrictions on foreign ownership and investment in the education business, OneSmart Education has relied on these contractual arrangements to conduct a significant part of its operations in China. See "Corporate History and Structure—Contractual Arrangements with Shanghai OneSmart and Rui Si."

        The chart below summarizes our corporate legal structure and identifies our significant subsidiaries and other entities that are material to our business as of the date of this prospectus:

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(1)

Represents the 2,296,842,016 Class B ordinary shares Mr. Xi Zhang beneficially owns as of the date of this prospectus. Please refer to the beneficial ownership table in the section captioned "Principal Shareholders" for more information on beneficial ownership of Mr. Xi Zhang in our company prior to and immediately after this offering.

(2)

Represents the 926,285,677 Class A ordinary shares issuable upon the conversion of 926,285,677 series A-1 preferred shares on a one-to-one ratio. Please refer to the beneficial ownership table in the section captioned "Principal Shareholders" for more

information on Origin Investment Holdings Limited's beneficial ownership in our company prior to and immediately after this offering.

(3)

Represents the 672,750,000 Class A ordinary shares issuable upon the conversion, on a one-to-one ratio, of an equivalent number of series A-1 preferred shares beneficially owned by Goldman Sachs and its affiliates immediately prior to the completion of this offering. Please refer to the beneficial ownership table in the section captioned "Principal Shareholders" for more information on Goldman Sachs and its affiliates' beneficial ownership in our company prior to and immediately after this offering.

(4)

Mr. Xi Zhang and his wholly owned company collectively and directly hold 100% equity interests in Shanghai OneSmart and we expect the shareholding structure to remain the same immediately after the completion of this offering.

(5)

Mr. Xi Zhang and his wholly owned company collectively and directly hold 100% equity interests in Rui Si and we expect the shareholding structure to remain the same immediately after the completion of this offering.

(6)

Including East Shanghai Foreign Language School, a domestic school for compulsory education, in which we hold an 80% equity interest.

(7)

Including 12 subsidiaries in which we have a majority interest and seven subsidiaries in which we have 100% equity interest.

(8)

Including 26 subsidiaries in which we have a majority interest in and 20 subsidiaries in which we have 100% equity interest.

(9)

Including nine subsidiaries in which we have a majority interest in and seven subsidiaries in which we have 100% equity interest.

        The chart below sets forth the shareholding structure of our company immediately after this offering, without giving effect to voting power changes:

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*

The computation of beneficial ownership percentages assumes that the underwriters do not exercise their over-allotment option. See "Principal Shareholders."

(1)

Mr. Xi Zhang and his wholly owned company collectively and directly hold 100% equity interests in each of Shanghai OneSmart and Rui Si and we expect the shareholding structure to remain the same immediately after the completion of this offering.

Implications of Being an Emerging Growth Company

        As a company with less than US$1.07 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. However, we have elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

        We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.07 billion; (b) the last day of our fiscal

year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Corporate Information

        Our principal executive offices are located at 165 West Guangfu Road, Putuo District, Shanghai 200063 People's Republic of China. Our telephone number at this address is +86-21-5255-9339. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

        Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.onesmart.org . The information contained on our website is not a part of this prospectus. Our agent for service of process in the United States is Law Debenture Corporate Services Inc., located at 801 2nd Avenue, Suite 403, New York, NY 10017.

Conventions that Apply to this Prospectus

        Unless otherwise indicated or the context otherwise requires, references in this prospectus to:

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"ADSs" are to our American depositary shares, each of which represents            Class A ordinary shares;



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"ADRs" are to the American depositary receipts that evidence our ADSs;



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"China" or the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Hong Kong, Macau and Taiwan;



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"enrollments", for the purpose of calculation, are to a student who takes at least one class for one subject in a certain period is treated as one enrollment in the same period. Under this methodology, a student taking at least one class for each of two subjects in a certain period is treated as two enrollments in the same period. The number of students enrolled in our invested schools and OneSmart Online is not included for this purpose;



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"ordinary shares" are to our Class A ordinary shares and Class B ordinary shares, par value US$0.000001 per share;



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"RMB" and "Renminbi" are to the legal currency of China;



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"quarterly student retention rate" is to the percentage of enrollments of the students who continue to take our classes in a certain fiscal quarter after taking at least one class in the last fiscal quarter to the total enrollments in the last fiscal quarter. The number of students enrolled in our invested schools and OneSmart Online is not included for this purpose;



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"US$," "U.S. dollars," "$," and "dollars" are to the legal currency of the United States; and



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"we," "us," "our company" and "our" are to OneSmart International Education Group Limited, its subsidiaries and its consolidated variable interest entities and the subsidiaries of its consolidated variable interest entities.

        Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriters of their over-allotment option.

        Our reporting currency is the Renminbi. The functional currency of OneSmart International Education Group Limited and its non-PRC subsidiaries is U.S. Dollars, and that of its PRC subsidiaries, VIE and its subsidiaries and schools located in the PRC is the Renminbi. With respect to amounts not recorded in our consolidated financial statements included elsewhere in this prospectus, all translations from Renminbi to U.S. dollars were made at RMB6.6090 to US$1.00, the noon buying rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System on November 30, 2017. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On February 23, 2018, the noon buying rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System was RMB6.3329 to US$1.00.