20-F 1 fedu-20220228.htm 20-F 20-F
--02-280.05false0001709819FY0001709819srt:MinimumMemberus-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2019-03-012020-02-290001709819fedu:ShanghaiJiaheInternationalTravelServiceCoLtdMember2020-09-010001709819fedu:OfficeEquipmentAndFurnitureMember2021-02-280001709819us-gaap:LeaseholdImprovementsMember2021-02-280001709819fedu:ShanghaiMembersrt:SubsidiariesMemberfedu:ShanghaiFuxiInformationTechnologyServiceCoLtdMemberfedu:ConsultingServiceMember2021-03-012022-02-280001709819fedu:JuYimingLiuWeiShenYalinYangHuiningMaLichaoYangHongguanAndSongPingMember2021-03-012022-02-280001709819us-gaap:NoncontrollingInterestMember2020-03-012021-02-280001709819us-gaap:RetainedEarningsMember2019-03-012020-02-290001709819fedu:DangdaiMember2021-03-012022-02-2800017098192020-03-012021-02-280001709819us-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-03-012022-02-280001709819fedu:NanjingChengweiVentureCapitalPartnershipMember2021-01-122021-12-310001709819fedu:ShanghaiJiaxinTravelAgencyMember2021-12-012021-12-310001709819fedu:BlackScholesOptionPricingModelMember2020-03-012021-02-280001709819us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2022-02-280001709819fedu:EmployeesMember2019-06-302019-06-300001709819fedu:ShanghaiFourSeasonsEducationInvestmentManagementCoLtdMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMemberfedu:ShanghaiMemberfedu:InvestmentHoldingMember2022-02-280001709819srt:MaximumMemberus-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2020-03-012021-02-280001709819fedu:FourSeasonsOnlineEducationIncMember2021-05-010001709819fedu:ElementarySchoolMember2019-03-012020-02-290001709819srt:MaximumMemberfedu:StudentBaseAndCustomerRelationshipMember2021-03-012022-02-280001709819fedu:AmountDueFromRelatedPartiesAndOtherNonCurrentAssetsMember2020-03-012021-02-2800017098192019-03-012020-02-290001709819us-gaap:NoncompeteAgreementsMember2021-03-012022-02-280001709819fedu:EastChinaNormalUniversityEducationDevelopmentFoundationMember2022-02-280001709819us-gaap:TreasuryStockCommonMember2021-02-280001709819fedu:AccountsReceivableAndContractAssetsMember2020-03-012021-02-280001709819us-gaap:InlandRevenueHongKongMemberus-gaap:ForeignCountryMemberfedu:FourSeasonsEducationHongKongLimitedMember2019-03-012020-02-290001709819srt:MinimumMemberus-gaap:TradeNamesMember2021-03-012022-02-280001709819fedu:ShanghaiZhendouTechnologyCoLtdMember2021-03-012022-02-280001709819srt:MinimumMemberfedu:ElectronicEquipmentMember2021-03-012022-02-280001709819fedu:EastChinaNormalUniversityEducationDevelopmentFoundationMember2021-03-012022-02-280001709819fedu:OnlineCourseMember2021-03-012022-02-280001709819fedu:ShanghaiYanjinInformationTechnologyCoLtdMember2021-03-012022-02-280001709819fedu:ShanghaiFuxiNetworkCoLtdMember2020-03-012021-02-280001709819us-gaap:RetainedEarningsMember2021-03-012022-02-280001709819us-gaap:ParentMember2019-02-280001709819fedu:OnlineCourseMember2020-03-012021-02-280001709819fedu:ShanghaiYanjinInformationTechnologyCoLtdMember2020-05-012020-05-310001709819fedu:ShanghaiHuashiDongfangDigitalPublishingCoLtdMember2018-02-070001709819fedu:EastChinaNormalUniversityEducationDevelopmentFoundationMemberfedu:TrancheFourthMember2021-03-310001709819fedu:DangdaiMember2022-02-280001709819fedu:BlackScholesOptionPricingModelMembersrt:MinimumMember2019-03-012020-02-290001709819fedu:HuangshanCultureInvestmentGroupCoLtdMember2022-02-280001709819fedu:StudentBaseAndCustomerRelationshipMember2022-02-280001709819srt:MinimumMember2021-03-012022-02-280001709819fedu:MiddleSchoolMember2019-03-012020-02-290001709819fedu:SchoolCooperationAgreementsMember2021-02-280001709819us-gaap:RetainedEarningsMember2022-02-280001709819fedu:OfficeEquipmentAndFurnitureMembersrt:MinimumMember2021-03-012022-02-280001709819us-gaap:VehiclesMember2021-02-280001709819srt:MaximumMemberus-gaap:VehiclesMember2021-03-012022-02-280001709819srt:MaximumMember2022-02-2800017098192018-03-012019-02-280001709819us-gaap:CommonStockMember2021-02-280001709819us-gaap:AdditionalPaidInCapitalMember2021-03-012022-02-280001709819srt:MinimumMemberus-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-03-012022-02-280001709819us-gaap:VehiclesMembersrt:MinimumMember2021-03-012022-02-280001709819us-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-02-280001709819us-gaap:TreasuryStockCommonMember2022-02-280001709819fedu:ElementarySchoolMember2020-03-012021-02-280001709819us-gaap:ParentMember2021-02-280001709819us-gaap:ParentMember2020-02-290001709819fedu:FourSeasonsOnlineEducationIncMember2021-03-012022-02-2800017098192021-02-280001709819srt:MaximumMemberfedu:TwoThousandAndFifteenStockOptionPlanAndTwoThousandAndSeventeenStockOptionPlanMember2015-06-300001709819us-gaap:EquityMethodInvestmentsMemberfedu:ShanghaiHuashiDongfangDigitalPublishingCoLtdMember2019-03-012020-02-290001709819fedu:AmericanDepositoryShareMember2021-03-012022-02-280001709819fedu:HuangshanCultureInvestmentGroupCoLtdMember2019-03-012020-02-290001709819us-gaap:GoodwillMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-03-012022-02-280001709819us-gaap:ParentMember2020-03-012021-02-280001709819us-gaap:NoncontrollingInterestMember2019-03-012020-02-290001709819us-gaap:GeneralAndAdministrativeExpenseMember2019-03-012020-02-290001709819fedu:ShanghaiYanjinInformationTechnologyCoLtdMember2021-03-012022-02-280001709819us-gaap:RetainedEarningsMember2020-02-290001709819fedu:ShanghaiEastNormalUniversityEducationDevelopmentFundMember2022-02-280001709819us-gaap:NoncontrollingInterestMember2021-02-280001709819fedu:PropertyAndEquipmentNetMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-03-012022-02-280001709819fedu:ShanghaiJiaxinTravelAgencyMember2021-02-280001709819us-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2020-03-012021-02-280001709819us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2019-03-012020-02-290001709819fedu:ShanghaiJiaxinTravelAgencyMember2021-03-012022-02-280001709819fedu:ShanghaiJiaxinTravelAgencyMember2020-03-012021-02-280001709819fedu:EastChinaNormalUniversityEducationDevelopmentFoundationMemberfedu:TrancheOneMember2017-04-300001709819fedu:ShanghaiMembersrt:SubsidiariesMemberfedu:ShanghaiFuxiInformationTechnologyServiceCoLtdMemberfedu:ConsultingServiceMember2022-02-280001709819us-gaap:CommonStockMember2019-03-012020-02-290001709819us-gaap:EmployeeStockOptionMember2020-03-012021-02-280001709819fedu:SchoolCooperationAgreementsMember2021-03-012022-02-280001709819fedu:ElementarySchoolMember2021-03-012022-02-280001709819fedu:ShanghaiHuashiDongfangDigitalPublishingCoLtdMember2018-02-072018-02-070001709819srt:MinimumMemberfedu:StudentBaseAndCustomerRelationshipMember2021-03-012022-02-280001709819fedu:COVID19Member2021-03-012022-02-280001709819fedu:ShanghaiFourSeasonsEducationAndTrainingCompanyLimitedMemberfedu:EducationServiceMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMemberfedu:ShanghaiMember2022-02-280001709819us-gaap:GeneralAndAdministrativeExpenseMember2021-03-012022-02-280001709819fedu:OfficeEquipmentAndFurnitureMember2022-02-280001709819fedu:OthersMember2021-02-280001709819fedu:ShanghaiYanjinInformationTechnologyCoLtdMember2020-03-012021-02-280001709819srt:MinimumMemberus-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-03-012022-02-280001709819fedu:ShanghaiFourSeasonsEducationInvestmentManagementCoLtdMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMemberfedu:ShanghaiMemberfedu:InvestmentHoldingMember2021-03-012022-02-280001709819srt:MaximumMemberfedu:ElectronicEquipmentMember2021-03-012022-02-280001709819us-gaap:LeaseholdImprovementsMember2022-02-280001709819srt:DirectorMember2021-02-052021-02-050001709819us-gaap:AdditionalPaidInCapitalMember2020-03-012021-02-280001709819fedu:LicenseIntangibleAssetMember2022-02-280001709819fedu:OthersMember2022-02-280001709819us-gaap:NoncontrollingInterestMember2021-03-012022-02-280001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-02-280001709819us-gaap:EmployeeStockOptionMember2021-03-012022-02-280001709819us-gaap:AdditionalPaidInCapitalMember2019-02-280001709819fedu:OtherReceivablesDepositsAndOtherAssetsMember2020-03-012021-02-2800017098192019-02-280001709819fedu:EastChinaNormalUniversityEducationDevelopmentFoundationMemberfedu:TrancheTwoMember2017-12-310001709819dei:BusinessContactMember2021-03-012022-02-280001709819us-gaap:AdditionalPaidInCapitalMember2022-02-280001709819fedu:LicenseIntangibleAssetMember2021-03-012022-02-280001709819fedu:SpecialProgramsAndOthersMember2019-03-012020-02-290001709819fedu:EmployeesMember2020-02-172020-02-170001709819us-gaap:AdditionalPaidInCapitalMember2021-02-280001709819us-gaap:NoncontrollingInterestMember2019-02-280001709819fedu:ElectronicEquipmentMember2022-02-280001709819fedu:EducationServiceMemberfedu:ShanghaiMemberfedu:ShanghaiTongfangTechnologyFurtherEducationSchoolMemberfedu:SubsidiariesOfVariableInterestEntitiesMember2021-03-012022-02-280001709819fedu:ShanghaiJingAnFourSeasonsBridgeClubMember2021-03-012021-03-010001709819fedu:SpecialProgramsAndOthersMember2020-03-012021-02-280001709819us-gaap:ParentMember2021-03-012022-02-280001709819us-gaap:SellingAndMarketingExpenseMember2019-03-012020-02-290001709819country:HKsrt:SubsidiariesMemberfedu:FourSeasonsEducationHongKongLimitedMemberfedu:InvestmentHoldingMember2021-03-012022-02-280001709819us-gaap:SellingAndMarketingExpenseMember2020-03-012021-02-280001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-02-290001709819fedu:OnlineCourseMember2019-03-012020-02-290001709819fedu:OthersMember2021-02-2800017098192019-01-222019-01-2200017098192021-03-012022-02-280001709819fedu:FourSeasonsOnlineEducationIncMemberus-gaap:SeriesBPreferredStockMember2020-03-022020-03-310001709819fedu:HuangshanXingyueResearchTravelEducationCoLtdMember2022-01-012022-01-310001709819us-gaap:ComputerSoftwareIntangibleAssetMember2022-02-280001709819fedu:OtherReceivablesDepositsAndOtherAssetsMember2021-03-012022-02-280001709819srt:MaximumMemberus-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-03-012022-02-280001709819us-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2020-03-012021-02-280001709819fedu:HuangshanXingyueResearchTravelEducationCoLtdMember2022-01-310001709819us-gaap:GoodwillMemberus-gaap:FairValueMeasurementsNonrecurringMember2020-02-290001709819fedu:NanjingChengweiVentureCapitalPartnershipMember2021-03-012022-02-280001709819fedu:HuangshanCultureInvestmentGroupCoLtdMember2021-03-012022-02-280001709819fedu:ShanghaiHuashiDongfangDigitalPublishingCoLtdMember2020-04-222020-04-220001709819fedu:ShanghaiFuxiNetworkCoLtdMember2019-03-012020-02-290001709819us-gaap:RetainedEarningsMember2019-02-280001709819fedu:FourSeasonsOnlineEducationIncMember2021-05-012021-05-010001709819us-gaap:NoncompeteAgreementsMember2022-02-280001709819fedu:IntangibleAssetNetMemberus-gaap:FairValueMeasurementsNonrecurringMember2021-03-012022-02-280001709819us-gaap:NoncontrollingInterestMember2020-02-290001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-02-280001709819us-gaap:AdditionalPaidInCapitalMember2019-03-012020-02-290001709819us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-03-012022-02-280001709819us-gaap:EmployeeStockOptionMember2019-03-012020-02-290001709819fedu:HuangshanCultureInvestmentGroupCoLtdMember2020-03-012021-02-280001709819fedu:ShanghaiFuxiNetworkCoLtdMember2021-03-012022-02-280001709819fedu:BlackScholesOptionPricingModelMembersrt:MaximumMember2019-03-012020-02-290001709819fedu:MiddleSchoolMember2021-03-012022-02-280001709819us-gaap:TreasuryStockCommonMember2021-03-012022-02-280001709819us-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2022-02-280001709819us-gaap:TradeNamesMember2022-02-280001709819srt:MaximumMemberus-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2019-03-012020-02-290001709819us-gaap:ParentMember2022-02-280001709819us-gaap:TradeNamesMember2021-02-280001709819fedu:HuangshanXingyueResearchTravelEducationCoLtdMember2022-02-280001709819us-gaap:GeneralAndAdministrativeExpenseMember2020-03-012021-02-280001709819fedu:OfficeEquipmentAndFurnitureMembersrt:MaximumMember2021-03-012022-02-280001709819fedu:ShanghaiJingAnFourSeasonsBridgeClubMember2020-07-012020-07-010001709819us-gaap:InlandRevenueHongKongMemberus-gaap:ForeignCountryMemberfedu:FourSeasonsEducationHongKongLimitedMember2021-03-012022-02-280001709819srt:MaximumMemberus-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-03-012022-02-280001709819us-gaap:InlandRevenueHongKongMemberus-gaap:ForeignCountryMember2022-02-2800017098192020-02-290001709819fedu:AmountDueFromRelatedPartiesAndOtherNonCurrentAssetsMember2021-03-012022-02-280001709819us-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2019-03-012020-02-290001709819country:HKsrt:SubsidiariesMemberfedu:FourSeasonsEducationHongKongLimitedMemberfedu:InvestmentHoldingMember2022-02-280001709819us-gaap:ParentMember2019-03-012020-02-290001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-03-012020-02-290001709819fedu:FourSeasonsClassTrainingCompanyLimitedMemberfedu:EducationServiceMemberfedu:ShanghaiMemberfedu:SubsidiariesOfVariableInterestEntitiesMember2021-03-012022-02-280001709819fedu:AccountsReceivableAndContractAssetsMember2021-03-012022-02-280001709819us-gaap:RetainedEarningsMember2021-02-280001709819fedu:NonControllingInterestShareholdersOfVariableInterestEntitySubsidiariesMember2021-02-280001709819fedu:EmployeesMember2021-02-052021-02-050001709819fedu:ShanghaiFourSeasonsEducationAndTrainingCompanyLimitedMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMemberfedu:EducationServiceMemberfedu:ShanghaiMember2021-03-012022-02-280001709819us-gaap:NoncontrollingInterestMember2022-02-280001709819fedu:TrancheThreeMemberfedu:EastChinaNormalUniversityEducationDevelopmentFoundationMember2019-04-300001709819srt:MaximumMemberus-gaap:TradeNamesMember2021-03-012022-02-280001709819fedu:ShanghaiEastNormalUniversityEducationDevelopmentFundMember2021-02-280001709819fedu:SeriesBAndSeriesB2PreferredSharesMemberfedu:FourSeasonsOnlineEducationIncMember2020-03-012020-04-300001709819fedu:LicenseIntangibleAssetMember2021-02-280001709819us-gaap:GoodwillMemberus-gaap:FairValueMeasurementsNonrecurringMember2019-03-012020-02-290001709819us-gaap:NoncompeteAgreementsMember2021-02-280001709819fedu:SchoolCooperationAgreementsMember2022-02-280001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-03-012021-02-280001709819us-gaap:VehiclesMember2022-02-280001709819fedu:ShanghaiYanjinInformationTechnologyCoLtdMember2020-05-310001709819us-gaap:EquityMethodInvestmentsMemberfedu:ShanghaiHuashiDongfangDigitalPublishingCoLtdMember2020-03-012021-02-280001709819us-gaap:CommonStockMember2022-02-280001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-03-012022-02-280001709819fedu:HuashiDongfangAndJiaheMember2020-03-012021-02-280001709819us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-02-280001709819fedu:SeriesB2PreferredSharesMemberfedu:FourSeasonsOnlineEducationIncMember2020-04-012020-04-300001709819us-gaap:RetainedEarningsMember2020-03-012021-02-280001709819fedu:NanjingChengweiVentureCapitalPartnershipMember2022-02-280001709819fedu:AmericanDepositoryShareMemberus-gaap:SubsequentEventMember2022-06-212022-06-210001709819us-gaap:ComputerSoftwareIntangibleAssetMember2021-02-280001709819srt:ExecutiveOfficerMember2021-02-052021-02-050001709819us-gaap:FairValueMeasurementsNonrecurringMemberfedu:PropertyAndEquipmentNetMember2019-03-012020-02-290001709819fedu:ShanghaiHuashiDongfangDigitalPublishingCoLtdMember2020-04-2200017098192022-02-280001709819fedu:ShanghaiYanjinInformationTechnologyCoLtdMember2021-02-280001709819fedu:FourSeasonsOnlineEducationIncMember2021-03-012022-02-280001709819fedu:EastChinaNormalUniversityEducationDevelopmentFoundationMember2021-02-280001709819us-gaap:InlandRevenueHongKongMemberus-gaap:ForeignCountryMemberfedu:FourSeasonsEducationHongKongLimitedMember2020-03-012021-02-280001709819us-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2021-03-012022-02-280001709819fedu:ShanghaiJiaheInternationalTravelServiceCoLtdMember2020-09-012020-09-010001709819us-gaap:TreasuryStockCommonMember2019-03-012020-02-290001709819us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-02-280001709819fedu:ShanghaiJingAnFourSeasonsBridgeClubMember2020-07-010001709819fedu:HuangshanCultureInvestmentGroupCoLtdMember2021-02-280001709819us-gaap:AdditionalPaidInCapitalMember2020-02-290001709819fedu:ShanghaiJiaxinTravelAgencyMember2022-02-280001709819fedu:NonControllingInterestShareholdersOfVariableInterestEntitySubsidiariesMember2022-02-280001709819fedu:FourSeasonsOnlineEducationIncMember2020-03-012021-02-280001709819fedu:BlackScholesOptionPricingModelMember2019-03-012020-02-290001709819us-gaap:FairValueMeasurementsNonrecurringMemberfedu:OperatingLeaseRightOfUseAssetsMember2019-03-012020-02-290001709819us-gaap:CommonStockMember2019-02-280001709819fedu:SpecialProgramsAndOthersMember2021-03-012022-02-280001709819fedu:OthersMember2020-03-012021-02-280001709819us-gaap:CommonStockMember2021-03-012022-02-280001709819fedu:FourSeasonsClassTrainingCompanyLimitedMemberfedu:EducationServiceMemberfedu:ShanghaiMemberfedu:SubsidiariesOfVariableInterestEntitiesMember2022-02-280001709819us-gaap:ForeignCountryMemberus-gaap:StateAdministrationOfTaxationChinaMember2019-03-012020-02-290001709819us-gaap:CommonStockMember2020-02-290001709819fedu:IntangibleAssetNetMemberus-gaap:FairValueMeasurementsNonrecurringMember2019-03-012020-02-290001709819us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2020-03-012021-02-280001709819fedu:BlackScholesOptionPricingModelMember2021-03-012022-02-280001709819fedu:StudentBaseAndCustomerRelationshipMember2021-02-280001709819fedu:SeriesBAndSeriesB2PreferredSharesMemberfedu:FourSeasonsOnlineEducationIncMember2020-04-300001709819us-gaap:ComputerSoftwareIntangibleAssetMember2021-03-012022-02-280001709819fedu:EducationServiceMemberfedu:ShanghaiMemberfedu:ShanghaiTongfangTechnologyFurtherEducationSchoolMemberfedu:SubsidiariesOfVariableInterestEntitiesMember2022-02-280001709819fedu:FourSeasonsOnlineEducationIncMember2021-02-280001709819us-gaap:SellingAndMarketingExpenseMember2021-03-012022-02-280001709819us-gaap:TreasuryStockCommonMember2020-02-290001709819fedu:MiddleSchoolMember2020-03-012021-02-280001709819fedu:ElectronicEquipmentMember2021-02-280001709819srt:MinimumMemberus-gaap:ForeignCountryMemberfedu:ShanghaiFuxiMemberus-gaap:StateAdministrationOfTaxationChinaMember2020-03-012021-02-280001709819fedu:ShanghaiJingAnFourSeasonsBridgeClubMember2021-03-01xbrli:pureiso4217:USDxbrli:sharesfedu:Segmentxbrli:sharesiso4217:HKDiso4217:CNYfedu:Trancheiso4217:CNYxbrli:sharesiso4217:USD

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 20-F

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 28, 2022.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-38264

Four Seasons Education (Cayman) Inc.

(Exact name of Registrant as specified in its charter)

 

 

N/A

(Translation of Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

Room 1301, Zi'an Building

309 Yuyuan Road, Jing'an District

Shanghai 200040

People’s Republic of China

(Address of principal executive offices)

 

Yi Zuo, Chief Executive Officer

Tel: +86 21 6205-0619
E-mail:
ir@fsesa.com

At the address of the Company set forth above

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

American Depositary Shares, each two representing

one ordinary share, par value US$0.0001 per share*

 

FEDU

 

New York Stock Exchange

 

*Not for trading, but only in connection with the listing on the New York Stock Exchange of American depositary shares

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

21,238,806 ordinary shares, par value US$0.0001 per share, as of February 28, 2022

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer

 

Accelerated filer

 

Non-accelerated filer

 

 

 

 

 

 

Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

1


 

TABLE OF CONTENTS

 

 

Page

 

INTRODUCTION

 

PART I

5

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

5

ITEM 2

OFFER STATISTICS AND EXPECTED TIMETABLE

5

ITEM 3

KEY INFORMATION

5

ITEM 4.

INFORMATION ON THE COMPANY

59

ITEM 4A.

UNRESOLVED STAFF COMMENTS

92

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

93

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

108

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

117

ITEM 8.

FINANCIAL INFORMATION

118

ITEM 9.

THE OFFER AND LISTING

119

ITEM 10.

ADDITIONAL INFORMATION

120

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

132

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

133

PART II

135

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

135

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

135

ITEM 15.

CONTROLS AND PROCEDURES

135

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

137

ITEM 16B.

CODE OF ETHICS

137

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

137

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

137

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

137

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

138

ITEM 16G.

CORPORATE GOVERNANCE

138

ITEM 16H.

MINE SAFETY DISCLOSURE

139

ITEM 16I.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

139

PART III

140

ITEM 17

FINANCIAL STATEMENTS

140

ITEM 18

FINANCIAL STATEMENTS

140

ITEM 19.

EXHIBITS

140

 

 

 

2


 

 

INTRODUCTION

Unless otherwise indicated and except where the context otherwise requires:

“Four Seasons,” “we,” “us,” “our company” and “our” refer to Four Seasons Education (Cayman) Inc., a Cayman Islands exempted company, and its subsidiaries, its VIEs and its VIEs’ affiliated entities;
“shares” or “ordinary shares” refer to our ordinary shares, par value US$0.0001 per share;
“variable interest entities” or “VIEs” refers to Shanghai Four Seasons Education and Training Co., Ltd. and Shanghai Four Seasons Education Investment Management Co., Ltd, which are PRC companies in which we do not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S. GAAP as we have effective control over, and are the primary beneficiary of this company; and “affiliated entities” refer to our VIEs, the VIEs’ branches and direct and indirect subsidiaries, and the VIEs’ affiliated entities that registered as private non-enterprise institutions under the PRC laws;
“gross billings” refer to the total amount of cash received for the sale of courses in a specific period, net of the total amount of refunds in such period but inclusive of sales tax and value-added tax, or VAT;
“K-12” refers to the three years before the first grade through the last year of high school;
“K9 Academic AST Services” refers to the offering of academic subjects to students from kindergarten through grade nine;
“learning center” refers to the physical establishment of a learning facility at a specific geographic location, directly owned and operated by one of our VIEs or their affiliated entities;
“study camp” refers to our planned physical establishment of a facility catering for certain immersive enrichment activities at a specific geographic location open to group or individual learners at all age;
“the 2020 fiscal year” refers to the fiscal year ended February 29, 2020, “the 2021 fiscal year” refers to the fiscal year ended February 28, 2021 and “the 2022 fiscal year” refers to the fiscal year ended February 28, 2022;
“ADSs” refer to our American depositary shares, each two of which represents one ordinary share;
“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong, and Macau;
“RMB” and “Renminbi” refers to the legal currency of China; and
“US$,” “U.S. dollars,” “$” and “dollars” refer to the legal currency of the United States.

All discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

This annual report on Form 20-F includes our audited consolidated balance sheets as of February 28, 2021 and 2022 and our audited consolidated statements of operations, statements of comprehensive loss, statements of cash flows and statements of changes in shareholders’ equity for the years ended February 28 or 29, 2020, 2021 and 2022.

Our reporting currency is the Renminbi (“RMB”). The functional currency of our Company and subsidiaries incorporated outside the mainland China is the United States dollar (“U.S. Dollar” or “US$”). The functional currency of all the other subsidiaries and our VIEs is RMB. This annual report contains translations of certain Renminbi amounts into U.S. Dollars for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. Dollars have been made at the rate of RMB6.3084 to US$1.00, being the noon buying rate in The City of New York for cable transfers in Renminbi as certified for customs purposes by the Federal Reserve Bank of New York in effect as of February 28, 2022 set forth in the H.10 statistical release of the U.S. Federal Reserve Board for translation into U.S. Dollars. We make no representation that the Renminbi or U.S. Dollar amounts referred to in this annual report 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.

We listed our ADSs on the NYSE under the symbol “FEDU” on November 8, 2017.

 

3

 


 

 

FORWARD LOOKING STATEMENTS

This annual report contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provision under Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information—D. Risk Factors,” that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, you can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements about:

government policies and regulations relating to our industry;
our goals and strategies;
our ability to maintain and increase our learner enrollment;
our ability to continue to offer new and attractive courses and increase our course fees;
our ability to retain our teachers, as well as our ability to engage and train new teachers;
our future business development, financial condition and results of operations;
expected changes in our revenues, costs or expenditures;
growth of and trends of competition in our industry;
our expectation regarding the use of proceeds from our initial public offering; and
general economic and business conditions in the PRC.

You should read this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This annual report also contains statistical data and estimates that we obtained from industry publications and reports generated by government or third-party providers of market intelligence. Statistical data in these publications also include projections based on a number of assumptions. If one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

 

4

 


 

 

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Our Holding Company Structure and Contractual Arrangements with the Consolidated Affiliated Entities

Four Seasons Education (Cayman) Inc. is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in the VIEs. PRC laws and regulations place certain restrictions on foreign investment in and ownership of private education businesses. Accordingly, we conduct our operations in the PRC principally through our VIEs, namely Shanghai Four Seasons Education and Training Co., Ltd. and Shanghai Four Seasons Education Investment Management Co., Ltd., and their affiliated entities. We effectively control each VIE through contractual arrangements among such VIE, its shareholder and Shanghai Fuxi Information Technology Service Co., Ltd., or Shanghai Fuxi. Net revenues contributed by the VIEs accounted for 100% of our net revenues in the fiscal years ended February 28/29, 2020, 2021 and 2022, respectively. As used in this annual report, “we,” “us,” “our company,” and “our” refers to Four Seasons Education (Cayman) Inc., a Cayman Islands company, its subsidiaries, and, in the context of describing our operations and consolidated financial information, the VIEs, including the VIEs’ affiliate entities. Investors of our ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands, and may never hold equity interests in the VIEs.

The contractual arrangements, as described in more detail below, collectively allow us to:

exercise effective control over each of our VIE and its affiliated entities;
receive substantially all of the economic benefits of each VIE; and
have an exclusive call option to purchase all or part of the equity interests in and/or assets of each VIEs when and to the extent permitted by PRC laws.

As a result of the contractual arrangements, we are the primary beneficiary of our VIEs and its affiliated entities, and, therefore, have consolidated the financial results of our VIEs and their affiliate entities in our consolidated financial statements in accordance with U.S. GAAP.

In the opinion of Fangda Partners, our PRC counsel:

the ownership structure of Shanghai Fuxi and the VIEs does not violate applicable PRC laws and regulations currently in effect; and
the contractual arrangements between Shanghai Fuxi, the VIEs and their respective shareholders governed by PRC law currently are valid and binding. However, we have been advised by our PRC legal counsel that there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules, and there can be no assurance that the PRC regulatory authorities will take a view that is consistent with the opinion of our PRC legal counsel. Especially, on July 24, 2021, the General Office of the CPC Central Committee and the General Office of the State Council issued the Double Alleviating Opinions, which prohibits foreign investors from investing into after-school tutoring institutions providing tutoring service related to academic subjects in compulsory education stage, including through variable interest entity structure. Despite that rules and regulations have been promulgated in connection with the scope of academic subjects in compulsory education stage, it remains unclear, and subject to relevant governmental authorities’ discretion, as to whether the products and services we offer fall into the scope of academic subjects of compulsory

 

5

 


 

 

education stage. Based on our consultation with relevant governmental authorities, we ceased offering the K9 Academic AST Services in mainland China at the end of 2021, and believe that the remaining products and services we currently offer do not constitute “tutoring service related to academic subjects of compulsory education stage” and thus not subject to the above restrictions. However, there can be no assurance that we will not be subject to penalties for historical violation, or the interpretation and implementation of relevant governmental authorities will not change in the future. Additionally, on April 7, 2021, the State Council promulgated the Amended Implementation Rules for Private Education Law, which took effective on September 1, 2021. The Amended Implementation Rules for Private Education Law stipulates that related party transactions to which a private school is a party would be required to be concluded on a fair and just basis without impediment to the interests of the state, the school, the teachers and the students, which could potentially impact our contractual arrangements with the VIEs. Please see “—Risks Relating to Doing Business in China—Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”

A series of contractual agreements, including exclusive business service agreements, exclusive call option agreement, equity pledge agreement, shareholder voting rights proxy agreement and irrevocable power of attorney, and spousal consent letter by and among our PRC subsidiary, VIEs and their respective shareholders. These contractual agreements include:

Exclusive Service Agreement

Pursuant to the exclusive service agreement, Shanghai Fuxi has the exclusive right to provide or designate any third party to provide technical services and management and consulting services to the VIE and its affiliated entities. In exchange, the VIE and its affiliated entities pay annual service fees to Shanghai Fuxi in an amount at Shanghai Fuxi’s discretion. Without the prior written consent of Shanghai Fuxi, the VIE and its affiliated entities cannot accept services provided by or establishing similar corporation relationship with any third party. Shanghai Fuxi owns the exclusive intellectual property rights created as a result of the performance of this agreement unless otherwise provided by PRC laws or regulations. The agreement will remain effective unless terminated upon the full exercise of call option in accordance with the exclusive call option agreement or unilaterally terminated by Shanghai Fuxi with a notice 30 days in advance. Unless otherwise required by applicable PRC laws, the VIE and its affiliated entities do not have any right to terminate the exclusive service agreement.

Exclusive Call Option Agreement

Pursuant to the call option agreement, the shareholder of our VIEs unconditionally and irrevocably granted Shanghai Fuxi or its designated third party exclusive call options to purchase from the shareholder part or all of its equity interests in the VIEs, as the case may be, at the nominal price or for the minimum amount of consideration permitted by the applicable PRC laws and regulations. Such shareholder will not grant a similar right or transfer any of the equity interests in the VIE to any party other than Shanghai Fuxi or its designee, nor will it pledge, create or permit any security interest or similar encumbrance to be created on any of the equity interests. Shanghai Fuxi has sole discretion to decide when to exercise the option, and whether to exercise the option in part or in full. The agreement will remain effective unless terminated upon the full exercise of call option or unilaterally terminated by Shanghai Fuxi with a notice 30 days in advance.

Equity Pledge Agreement

Pursuant to the equity pledge agreement, the shareholders of the VIEs unconditionally and irrevocably pledged all of its equity interests in the VIEs to Shanghai Fuxi, to respectively guarantee the performance of the VIEs of its obligations under the relevant contractual agreements. Should the VIEs or its shareholder breach or default under any of the contractual arrangements, Shanghai Fuxi has the right to require the transfer of the pledged equity interests to itself or its designee, to the extent permitted by PRC law, or require an auction or sale of the pledged equity interests and has priority in any proceeds from the auction or sale of such pledged interests. Moreover, Shanghai Fuxi has the right to collect any and all dividends in respect of the pledged equity interests during the term of the pledge. Without the prior written consent of Shanghai Fuxi, the shareholder of the VIEs shall not transfer or dispose the pledged equity interests or create or allow any encumbrance on the pledged equity interests that would prejudice Shanghai Fuxi’s interest. Unless the VIEs has fully performed all of its obligations in accordance with the contractual agreements, or the pledged equity interests have been fully transferred to Shanghai

 

6

 


 

 

Fuxi or its respective designee in accordance with the exclusive call option agreement, or unilaterally terminated by Shanghai Fuxi with a 30-day prior notice, the equity interest pledge agreement will continue to remain in effect.

The shareholder of the Shanghai Four Seasons Education and Training Co., Ltd. has registered the equity pledge in favor of Shanghai Fuxi with the local counterpart of the State Administration for Industry and Commerce in accordance with PRC laws and regulations.

Shareholder Voting Rights Proxy Agreement and Irrevocable Power of Attorney

The shareholder of the VIEs have each executed a shareholder voting rights proxy agreement appointing Shanghai Fuxi, or any person designated by Shanghai Fuxi, as their proxy to act for all matters pertaining to such shareholding and to exercise all of their rights as shareholders, including but not limited to attending shareholders’ meetings and designating and appointing directors, supervisors, the chief executive officer and other senior management members, and selling, transferring, pledging or disposing the equity interests of the VIEs. Shanghai Fuxi may authorize or assign its rights to any other person or entity at its sole discretion without prior notice to or prior consent from the shareholder of the VIEs. The agreement will remain effective unless Shanghai Fuxi terminates the agreement by written notice or terminated upon the full exercise of call option in accordance with the exclusive call option agreement.

Spousal Consent Letter

Pursuant to the spousal consent letter executed by the spouse of certain shareholders of our VIEs, each of such spouse unconditionally and irrevocably agreed to the execution of exclusive service agreement, exclusive call option agreement, shareholder voting rights proxy agreement and irrevocable power of attorney and equity pledge agreement described above by the applicable shareholder. They further undertakes not to make any assertions in connection with the equity interests of the VIEs held by the applicable shareholder, and confirm that the shareholder can perform the relevant transaction documents described above and further amend or terminate such transaction documents without the authorization or consent from such spouse. The spouse of each applicable shareholder agrees and undertakes that if he/she obtains any equity interests of the VIEs held by the applicable shareholder for any reasons, he/she would be bound by the transaction documents described above and the amended and restated exclusive service agreement between Shanghai Fuxi and our VIEs. The valid term of spousal consent letter is same as the term of the exclusive call option agreement.

Terms contained in each set of contractual arrangements with the VIEs and their respective shareholders are substantially similar. As a result of the contractual arrangements, we have effective control over and are considered the primary beneficiary of the VIEs for accounting purposes, and we have consolidated the financial results of the VIEs in our consolidated financial statements.

The following diagram sets out details of our significant subsidiaries and VIEs as of this annual report:

 

 

 

7

 


 

 

 

img227031395_0.jpg 

(1) Mr. Peiqing Tian holds 100% equity interest in Shanghai Four Seasons Education and Training Co., Ltd.

(2) Mr. Peiqing Tian and Ms. Suhua Zhu, hold 70% and 30% equity interests in Shanghai Four Seasons Education Investment Management Co., Ltd., respectively.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations, and there can be no assurance that the PRC government will take a view that is not contrary to or otherwise different from the opinion of our PRC counsel. If the PRC government finds that the agreements that establish the structure for operating our business do not comply with PRC government restrictions on foreign investment in the business we engage in, we could be subject to severe penalties, including being prohibited from continuing operations. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate Structure — Our business is subject to extensive regulation in the PRC. If the PRC government finds that the contractual arrangement that establishes our corporate structure for operating our business does not comply with applicable PRC laws and regulations, we could be subject to severe penalties.” and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”

Furthermore, if our VIEs, their affiliated entities and the shareholders of the VIEs fail to perform their obligations under the contractual arrangements, we may be limited in our ability to enforce such contractual arrangements that give us effective control. If we are unable to maintain effective control over our VIEs and their affiliated entities, we would not be able to continue to consolidate their financial results in our consolidated financial statements. In the 2020, 2021 and 2022 fiscal years, all of our revenue was derived from the operations of our VIEs and their affiliated entities. We rely on dividends and other distributions paid to us by our PRC subsidiary, Shanghai Fuxi, which in turn depends on the service fees paid to Shanghai Fuxi by our VIEs. There are significant PRC legal restrictions on the payment of dividends by PRC companies and restrictions on foreign exchange control and foreign investments, all of which may adversely affect our ability to access the revenue of Shanghai Fuxi, our VIEs and VIEs’ consolidated entities. In the 2022 fiscal year, Shanghai Fuxi received service fees of RMB20.8 million (US$3.3 million) from our VIEs and VIEs’ subsidiaries and did not distribute any dividends. Notwithstanding our

 

8

 


 

 

business decisions to continue to invest and expand our PRC operations and launching new programs, our PRC subsidiary may receive service fees from our VIEs or make distributions to us in the future.

We face various risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory actions, regulations on the use of variable interest entities, and oversight on cybersecurity and data privacy, as well as the lack of inspection on our auditors by the Public Company Accounting Oversight Board, or the PCAOB, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC.”

The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline. For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs. ”

Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Uncertainties with respect to the PRC legal system could have a material adverse effect on us.”

Permissions Required from the PRC Authorities for Our Operations

We conduct our business primarily through our subsidiaries and VIEs in China. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, other than disclosed in “Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in the PRC-We are required to obtain various operating licenses and permits and to make registrations and filings for our current business in China; failure to comply with these requirements may materially and adversely affect our business and results of operations” and “If we fail to obtain and maintain the licenses and approvals as well as registrations and filings required under the uncertain regulatory environment for online education in China, our business, financial condition and results of operations may be materially and adversely affected,” based on the advice of our PRC counsel, we believe our PRC subsidiaries and VIEs have obtained the most of the requisite licenses and permits from the PRC government authorities that are necessary for the business operations of our PRC subsidiaries and the VIEs in China, including, among others, the Permit for Operating a Private School, license for internet information services, or ICP license, the License for the Production and Operation of Radio and Television Program, and the Permit for Operating Publications Business. Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional licenses, permits, filings, or approvals for our business operations.

Furthermore, in connection with our issuance of securities to foreign investors in the past, under current PRC laws, regulations, and rules, as of the date of this annual report, we, our PRC subsidiaries, and the VIEs (i) have not been required to obtain permissions from or complete filings with the China Securities Regulatory Commission, or the CSRC, (ii) have not been required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not received or have not been denied such requisite permissions by the CSRC or the CAC. Our PRC counsel has consulted the relevant government authorities, which acknowledged that, under the currently effective PRC laws and regulations, a company already listed in a foreign stock exchange before promulgation of the latest Cybersecurity Review Measures is not required to go through a cybersecurity review by the CAC to conduct a securities offering or maintain its listing status on the foreign stock exchange on which its securities have been listed. Therefore, we believe that under the currently effective PRC laws and regulations, we

 

9

 


 

 

are not required to go through a cybersecurity review by the CAC for conducting a securities offering or maintain our listing status on the NYSE.

However, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers like us and published a series of proposed rules for public comments in this regard, the enaction timetable, final content, interpretation and implementation of most of which remains uncertain. Therefore, there are substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in general and whether we are required to complete filing or obtain any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for our future offshore offerings. If we had inadvertently concluded that such approvals were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval in the future, we may be unable to obtain such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For more detailed information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs. ”

Cash and Asset Flows through Our Organization

Four Seasons Education (Cayman) Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries and the VIEs and their subsidiaries in China. As a result, although other means are available for us to obtain financing at the holding company level, Four Seasons Education (Cayman) Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur depends upon dividends paid by our PRC subsidiaries and license and service fees paid by the VIEs. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to Four Seasons Education (Cayman) Inc. In addition, to the extent cash or assets in our business is in the PRC or Hong Kong or a PRC or Hong Kong entity, such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in, or the imposition of restrictions and limitations on, the ability of our holding company, our PRC subsidiaries, or the VIEs by the PRC government to transfer cash or assets. Cash may be transferred within our organization in the following manners:

Under PRC laws, Four Seasons Education (Cayman) Inc. may, through its intermediary holding companies, provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIEs only through loans, subject to satisfaction of applicable government registration and approval requirements.

For the details of the financial position, cash flows and results of operation of the VIEs, please refer to the “Item 3. Key information-Financial Information Related to the VIEs. ”

Our PRC subsidiaries and the VIEs are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources — Holding Company Structure”, “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — We may rely on dividends paid by our subsidiaries for our cash needs, and any limitation on the ability of our subsidiaries to make payments to us could limit our ability to pay dividends to holders of our ADSs and common shares, and “Item 3. Key Information — D. Risk Factors — Risks Related to Doing Business in the PRC — Restrictions on currency exchange may limit our ability to receive and use our revenues effectively.”

We currently do not have cash management policies in place that dictate how funds are transferred between Four Seasons Education (Cayman) Inc., our subsidiaries, the VIEs and the investors. Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations. For purposes of illustration, the following discussion reflects the hypothetical taxes that might be required to be paid within mainland China, assuming that: (i) we have taxable earnings, and (ii) we determine to pay a dividend in the future:

 

10

 


 

 

 

 

 

Calculation(1)

 

Hypothetical pre-tax earnings(2)

 

 

100.0

%

Tax on earnings at statutory rate of 25%(3)

 

 

-25.0

%

Net earnings available for distribution

 

 

75.0

%

Withholding tax at standard rate of 10%(4)

 

 

7.5

%

Net distribution to Parent/Shareholders

 

 

67.5

%

Note:

(1)
For purposes of this example, the tax calculation has been simplified. The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China.
(2)
Under the terms of the VIE agreements, our PRC subsidiaries may charge the VIEs for services provided to VIEs. These service fees shall be recognized as cost and expenses of the VIEs, with a corresponding amount as service income by our PRC subsidiaries and eliminate in consolidation. For income tax purposes, our PRC subsidiaries and VIEs file income tax returns on a separate company basis. The service fees paid are recognized as a tax deduction by our VIEs and as income by our PRC subsidiaries and are tax neutral.
(3)
Certain of our subsidiaries and VIEs qualify for a preferential income tax rate which is lower than the statutory rate of 25% in China. However, such rate is subject to qualification, is temporary in nature, and may not be available in a future period when distributions are paid. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
(4)
The PRC Enterprise Income Tax Law imposes a withholding income tax of 10% on dividends distributed by a foreign invested enterprise, or FIE, to its immediate holding company outside of China. A lower withholding income tax rate of 5% is applied if the FIE’s immediate holding company is registered in Hong Kong or other jurisdictions that have a tax treaty arrangement with China, subject to a qualification review at the time of the distribution. For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied.

Condensed Consolidating Schedule

The following table presents the condensed consolidating schedule of financial position, results of operations and cash flows for the consolidated affiliated entities and other entities as of the dates presented.

In these tables, “Four Seasons” refers to Four Seasons Education (Cayman) Inc. (“Four Seasons”), the New York Stock Exchange listed company which is a Cayman exempted company. “VIEs” refers to Shanghai Four Seasons Education and Training Co., Ltd. (“Shanghai Four Seasons”) and Shanghai Four Seasons Education Investment Management Co., Ltd. (“Four Seasons Investment”) and their subsidiaries. “WFOEs” refers to Four Seasons’ wholly-owned Chinese subsidiaries, Shanghai Fuxi.

 

11

 


 

 

 

 

 

For the Year Ended February 29, 2020

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Four Seasons

 

 

WFOEs

 

 

Subsidiaries

 

 

VIEs

 

 

Eliminations

 

 

Consolidated

 

 

(RMB in thousands)

 

Revenue(1)

 

 

 

 

 

42,336

 

 

 

 

 

 

389,049

 

 

 

(42,336

)

 

 

389,049

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

(200,933

)

 

 

 

 

 

(200,933

)

Operating expenses(1)

 

 

(5,193

)

 

 

(22,501

)

 

 

(2,217

)

 

 

(331,578

)

 

 

42,336

 

 

 

(319,153

)

Operating (loss) income

 

 

(5,193

)

 

 

19,835

 

 

 

(2,217

)

 

 

(143,462

)

 

 

 

 

 

(131,037

)

Subsidy income

 

 

 

 

 

29

 

 

 

 

 

 

9,543

 

 

 

 

 

 

9,572

 

Interest income, net

 

 

2,172

 

 

 

1,532

 

 

 

1,464

 

 

 

61

 

 

 

 

 

 

5,229

 

Other (expenses) income, net

 

 

11,540

 

 

 

1,407

 

 

 

(12

)

 

 

(1,855

)

 

 

 

 

 

11,080

 

(Loss) Income before income taxes and loss from equity method investments

 

 

8,519

 

 

 

22,803

 

 

 

(765

)

 

 

(135,713

)

 

 

 

 

 

(105,156

)

Income tax expense

 

 

(232

)

 

 

(580

)

 

 

 

 

 

(3,377

)

 

 

 

 

 

(4,189

)

Loss from investments in subsidiaries, VIEs and VIEs’ subsidiaries(2)

 

 

(117,780

)

 

 

 

 

 

 

 

 

 

 

 

117,780

 

 

 

 

Loss from equity method investment

 

 

 

 

 

 

 

 

 

 

 

(224

)

 

 

 

 

 

(224

)

Net (loss) income

 

 

(109,493

)

 

 

22,223

 

 

 

(765

)

 

 

(139,314

)

 

 

117,780

 

 

 

(109,569

)

Net loss attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(76

)

 

 

 

 

 

(76

)

Net (loss) income attributable to Four Seasons Education (Cayman) Inc.

 

 

(109,493

)

 

 

22,223

 

 

 

(765

)

 

 

(139,238

)

 

 

117,780

 

 

 

(109,493

)

 

 

 

For the Year Ended February 28, 2021

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Four Seasons

 

 

WFOEs

 

 

Subsidiaries

 

 

VIEs

 

 

Eliminations

 

 

Consolidated

 

 

(RMB in thousands)

 

Revenue(1)

 

 

 

 

 

18,353

 

 

 

 

 

 

280,282

 

 

 

(18,353

)

 

 

280,282

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

(168,832

)

 

 

 

 

 

(168,832

)

Operating expenses(1)

 

 

(5,676

)

 

 

(14,706

)

 

 

(2,441

)

 

 

(143,455

)

 

 

18,353

 

 

 

(147,925

)

Operating (loss) income

 

 

(5,676

)

 

 

3,647

 

 

 

(2,441

)

 

 

(32,005

)

 

 

 

 

 

(36,475

)

Subsidy income

 

 

 

 

 

78

 

 

 

95

 

 

 

11,725

 

 

 

 

 

 

11,898

 

Interest income, net

 

 

109

 

 

 

1,399

 

 

 

456

 

 

 

1,439

 

 

 

 

 

 

3,403

 

Other (expenses) income, net

 

 

2,546

 

 

 

(2,237

)

 

 

3

 

 

 

1,588

 

 

 

 

 

 

1,900

 

(Loss) Income before income taxes and loss from equity method investments

 

 

(3,021

)

 

 

2,887

 

 

 

(1,887

)

 

 

(17,253

)

 

 

 

 

 

(19,274

)

Income tax (expense) benefit

 

 

 

 

 

873

 

 

 

 

 

 

(5,633

)

 

 

 

 

 

(4,760

)

Loss from investments in subsidiaries, VIEs and VIEs’ subsidiaries(2)

 

 

(22,319

)

 

 

 

 

 

 

 

 

 

 

 

22,319

 

 

 

 

Loss from equity method investment

 

 

(2,856

)

 

 

 

 

 

 

 

 

(996

)

 

 

 

 

 

(3,852

)

Net (loss) income

 

 

(28,196

)

 

 

3,760

 

 

 

(1,887

)

 

 

(23,882

)

 

 

22,319

 

 

 

(27,886

)

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

310

 

 

 

 

 

 

310

 

Net (loss) income attributable to Four Seasons Education (Cayman) Inc.

 

 

(28,196

)

 

 

3,760

 

 

 

(1,887

)

 

 

(24,192

)

 

 

22,319

 

 

 

(28,196

)

 

 

 

12

 


 

 

 

 

 

For the Year Ended February 28, 2022

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Four Seasons

 

 

WFOEs

 

 

Subsidiaries

 

 

VIEs

 

 

Eliminations

 

 

Consolidated

 

 

(RMB in thousands)

 

Revenue(1)

 

 

 

 

 

17,171

 

 

 

 

 

 

250,223

 

 

 

(17,171

)

 

 

250,223

 

Cost of revenue

 

 

 

 

 

 

 

 

 

 

 

(149,615

)

 

 

 

 

 

(149,615

)

Operating expenses(1)

 

 

(4,373

)

 

 

(13,289

)

 

 

(2,104

)

 

 

(164,227

)

 

 

17,171

 

 

 

(166,822

)

Operating (loss) income

 

 

(4,373

)

 

 

3,882

 

 

 

(2,104

)

 

 

(63,619

)

 

 

 

 

 

(66,214

)

Subsidy income

 

 

 

 

 

63

 

 

 

 

 

 

2,235

 

 

 

 

 

 

2,298

 

Interest income, net

 

 

 

 

 

1,743

 

 

 

191

 

 

 

1,296

 

 

 

 

 

 

3,230

 

Other (expenses) income, net

 

 

(730

)

 

 

(1,138

)

 

 

4

 

 

 

(1,637

)

 

 

 

 

 

(3,501

)

Gain from disposal of liabilities and a subsidiary

 

 

 

 

 

 

 

 

 

 

 

4,048

 

 

 

 

 

 

4,048

 

(Loss) Income before income taxes and loss from equity method investments

 

 

(5,103

)

 

 

4,550

 

 

 

(1,909

)

 

 

(57,677

)

 

 

 

 

 

(60,139

)

Income tax (expense) benefit

 

 

 

 

 

(422

)

 

 

 

 

 

(21,421

)

 

 

 

 

 

(21,843

)

Loss from investments in subsidiaries, VIEs and VIEs’ subsidiaries(2)

 

 

(73,487

)

 

 

 

 

 

 

 

 

 

 

 

73,487

 

 

 

 

Loss from equity method investment

 

 

(34,872

)

 

 

 

 

 

 

 

 

(1,878

)

 

 

 

 

 

(36,750

)

Net (loss) income

 

 

(113,462

)

 

 

4,128

 

 

 

(1,909

)

 

 

(80,976

)

 

 

73,487

 

 

 

(118,732

)

Net loss attributable to noncontrolling interest

 

 

 

 

 

 

 

 

 

 

 

(5,270

)

 

 

 

 

 

(5,270

)

Net (loss) income attributable to Four
 Seasons Education (Cayman) Inc.

 

 

(113,462

)

 

 

4,128

 

 

 

(1,909

)

 

 

(75,706

)

 

 

73,487

 

 

 

(113,462

)

 

 

(1)
The eliminations are mainly related to the service fees charged by WFOEs to VIEs.
(2)
The eliminations are mainly related to the investment loss picked up from subsidiaries, VIEs and VIEs' subsidiaries.

The following tables present the summary balance sheet data for the VIEs and other entities as of the dates presented.

 

 

13

 


 

 

 

 

For the Year Ended February 29, 2020

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Four Seasons

 

 

WFOEs

 

 

Subsidiaries

 

 

VIEs

 

 

Eliminations

 

 

Consolidated

 

 

(RMB in thousands)

 

Cash and cash equivalents

 

 

166,606

 

 

 

88,015

 

 

 

60,085

 

 

 

89,946

 

 

 

 

 

 

404,652

 

Restricted cash

 

 

 

 

 

 

 

 

 

 

 

37,703

 

 

 

 

 

 

37,703

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

10,000

 

 

 

 

 

 

10,000

 

Long-term investments under fair value - current

 

 

181,821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

181,821

 

Amounts due from Four Seasons group companies(1)

 

 

 

 

 

19,325

 

 

 

 

 

 

3,996

 

 

 

(23,321

)

 

 

 

Investments in subsidiaries and consolidated VIEs(2)

 

 

179,202

 

 

 

 

 

 

39,700

 

 

 

 

 

 

(218,902

)

 

 

 

Long-term investments, net

 

 

104,414

 

 

 

 

 

 

 

 

 

1,295

 

 

 

 

 

 

105,709

 

Other assets

 

 

1,047

 

 

 

16,175

 

 

 

8,996

 

 

 

271,513

 

 

 

 

 

 

297,731

 

Total assets

 

 

633,090

 

 

 

123,515

 

 

 

108,781

 

 

 

414,453

 

 

 

(242,223

)

 

 

1,037,616

 

Accrued expenses and other current liabilities

 

 

2,340

 

 

 

2,502

 

 

 

232

 

 

 

70,044

 

 

 

 

 

 

75,118

 

Amounts due to Four Seasons group companies(1)

 

 

 

 

 

 

 

 

3,996

 

 

 

19,325

 

 

 

(23,321

)

 

 

 

Other liabilities

 

 

 

 

 

16,709

 

 

 

276

 

 

 

270,561

 

 

 

 

 

 

287,546

 

Total liabilities

 

 

2,340

 

 

 

19,211

 

 

 

4,504

 

 

 

359,930

 

 

 

(23,321

)

 

 

362,664

 

Total equity (deficit)

 

 

630,750

 

 

 

104,304

 

 

 

104,277

 

 

 

54,523

 

 

 

(218,902

)

 

 

674,952

 

 

 

 

For the Year Ended February 28, 2021

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

Four Seasons

 

 

WFOEs