Report of Proposed Sale of Securities (144)

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
Form 144

144: Issuer Information

Name of Issuer	Gaotu Techedu Inc.
SEC File Number	001-38923
Address of Issuer	Wensi Haihui Building,Building 17,Yard Haidian District BEIJING CHINA 100193
Phone	861082826826
Name of Person for Whose Account the Securities are To Be Sold	Qi Xiuping
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Affiliate

144: Securities Information

Record	Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
#1	American Depositary Shares (Each Ordinary Shares represent 1.5ADS)	TIGER BROKERS (NZ) LIMITED Level 27/151Queen Street Auckland CBD Auckland NEW ZEALAND 1010	36,000	$104,760.00	259,287,816	06/27/2023	NYSE

144: Securities To Be Sold

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Record	Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
#1	American Depositary Shares (Each Ordinary Shares represent 1.5ADS)	03/31/2023	ESOP acquired under Employee Incentive Plan as employee of the Securities Issuer	Gaotu Techedu Inc.	☐	—	36,000	03/31/2023	cashless

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

144: Securities Sold During The Past 3 Months

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

Record	Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
#1	Qi Xiuping Wensi Haihui Building,Building 17,Yard Haidian District BeiJing CHINA 100193	American Depositary Shares (Each Ordinary Shares represent 1.5ADS)	03/31/2023	167,030	$720,034.92

144: Remarks and Signature

Remarks	The expected sale period is from 2023/06/27 to 2023/09/24
Date of Notice	06/26/2023
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Mao Xiaohui as duly authorized representative of Beijing Yixinxiangshang Technology Co Ltd as attorney-in-fact for Qi Xiuping
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)