学而思纽交所上市招股说明书

You should read the following information concerning us in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following summary consolidated statements of operations data for the three fiscal years ended February 29, 2008 and February 28, 2009 and 2010 and the summary consolidated balance sheet data as of February 28, 2009 and 2010 are derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated balance sheet data as of February 29, 2008 are derived from our audited financial statements, which are not included in this prospectus. Our audited consolidated financial statements are prepared in accordance with U.S. GAAP and have been audited by Deloitte Touche Tohmatsu CPA Ltd., an independent registered public accounting firm.

The summary consolidated statements of operations data for the six months ended August 31, 2009 and 2010 and the summary consolidated balance sheet data as of August 31, 2010 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited interim condensed consolidated financial information on the same basis as our audited consolidated financial statements. The unaudited financial information includes all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair presentation of our financial position and operating results for the periods presented. You should read the summary consolidated financial information in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results are not necessarily indicative of results to be expected in any future period.

For the Year Ended February

29/28,

For the Six Months Ended August 31, 2008 2009 2010 2009 2010

(in thousands of $, except for shares,

per share and per ADS data)

Summary Consolidated

Statements of

Operations Data:

Net revenues $ 8,882 $ 37,476 $ 69,594 $ 32,983 $ 53,022

Total cost of revenues Gross profit (4,367)

4,515

(18,554)

18,922

(37,649)

31,945

(16,068)

16,915

(26,255)(1)

26,767

Operating expenses

Selling and

marketing (370) (2,353) (5,608) (1,958) (4,184)(2) General and

administrative (2,478) (5,890) (10,872) (4,602) (7,808)(3) Impairment losses on

intangible assets