United States securities and exchange commission logo
February 5, 2021
Shaowei Zhang
Chief Executive Officer
First High-School Education Group Co., Ltd.
No.1, Tiyuan Road, Xishan District
Kunming, Yunnan Province 650228
The People's Republic of China
Re: First High-School
Education Group Co., Ltd.
Amended
Registration Statement on Form F-1
Filed January 14,
2021
File No. 333-252076
Dear Mr. Zhang:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amended Registration Statement on Form F-1
Risk Factors, page 16
1. We note that Section
168 of your Second Amended and Restated Memorandum and
Articles of Association
filed as Exhibit 3.2 appears to contain an exclusive forum
provision that requires
Securities Act claims to be brought in federal court. Please revise
your disclosure to also
state that investors cannot waive compliance with the federal
securities laws and the
rules and regulations thereunder. In that regard, we note that
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought
to enforce any duty or liability created by the Securities Act or the
rules and regulations
thereunder. In addition, describe any risks or other impacts of this
provision on investors,
such as increased costs to bring claims and the potential to
Shaowei Zhang
First High-School Education Group Co., Ltd.
February 5, 2021
Page 2
discourage claims or limit investors' ability to bring claims in a
forum they find favorable.
Further, please address any uncertainty about the provision's
enforceability. Finally, if
this provision applies to actions arising under the Exchange Act,
please revise the
provision and related prospectus disclosure accordingly; if this
provision does not apply to
actions arising under the Exchange Act, please ensure that the
provision and your
discussion of the provision in the prospectus state this clearly, or
tell us how you will
inform future investors that the provision does not apply to any
actions arising under the
Exchange Act.
Uncertainties exist in relation the new legislation or proposed changes, page
17
2. We note your revised disclosure at page 17 of the prospectus. Please
revise to disclose
whether you have, or will seek, an opinion with regard to the legality
of your contractual
arrangements under the Opinions issued on August 17, 2020. In
addition, please disclose
whether this legal question is currently under judicial or legislative
consideration and, if
so, when you expect for the question to be resolved. Lastly, please
revise the summary to
more clearly disclose this risk, if material. In this regard, we note
that the list of risk
factors at pages 4 and 5 of the summary section does not adequately
notify investors of the
risk presented.
We will be a controlled company under the Corporate Governance Rules of
the NYSE, page
31
3. We note revised disclosure in the prospectus stating that you will be
a controlled
company. Please disclose whether you intend to rely on any exemptions
as a controlled
company.
Our dual-class share structure with different voting rights, page 49
4. We note your risk factor discussion of your dual class share structure.
Please revise your
disclosure to discuss:
that a multi-class structure may render your shares ineligible for
inclusion in certain
stock market indices, and thus adversely affect share price and
liquidity, and may
adversely affect public sentiment;
that any future issuances of Class B ordinary shares may be dilutive
to the voting
power of Class A ordinary shareholders; and
the impact of the conversion of Class B ordinary shares on holders
of Class A
ordinary shares, including dilution and the reduction in aggregate
voting power, as
well as the potentialZhang
FirstName LastNameShaowei increase in the relative voting power if one
of the Class B
holders retains their shares.
Comapany NameFirst High-School Education Group Co., Ltd.
Please
February include
5, 2021 Pagesimilar
2 disclosure under "Description of Share Capital."
FirstName LastName
Shaowei Zhang
FirstName LastNameShaowei ZhangCo., Ltd.
First High-School Education Group
Comapany5,NameFirst
February 2021 High-School Education Group Co., Ltd.
February
Page 3 5, 2021 Page 3
FirstName LastName
Capitalization , page 63
5. It appears adjustments (1) and (2) in the second bullet are the only
ones that should appear
in the pro forma column, as these items have occurred and are
consistent with the pro
forma presentation on the face of the historical balance sheet
disclosed elsewhere. Please
advise or revise as appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Liquidity and Capital Resources
Operating activities, page 93
6. The discussion appears to focus on how the amount for cash of
operating activities was
derived in each period rather than a period to period comparative
analysis of material
changes therein. The analysis should address and quantify the
significant drivers
underlying the changes and how they impact operating cash. Please
refer to section III.D
of Release No. 33-6835, section IV.B.1 of Release No. 33-8350 and
section 501.04 of the
staff s Codification of Financial Reporting Releases for guidance.
Compensation of Directors and Executive Officers, page 144
7. Please update your compensation disclosure as of the most recently
completed fiscal year.
Refer to Item 6.B. of Form 20-F.
Principal and Selling Shareholders, page 146
8. Please revise here and on the cover page to clearly state the name of
your selling
shareholder. In addition, please revise to disclose the natural person
with voting and
dispositive control over the securities held by the entities in your
table.
Taxation, page 172
9. Please revise to state that the disclosure in this section, to the
extent it discusses Cayman
Islands law, is the opinion of Maples and Calder. Similarly, revise to
state that the
disclosure in this section, to the extent it discusses PRC law, is the
opinion of
Jingtian & Gongcheng. Refer to Section III.B.2 of Staff Legal Bulletin
No. 19.
Consolidated Statements of Cash Flows
Supplemental disclosures of non-cash investing and financing activities, page
F-9
10. You present payable for declared dividends of 52,734 for 2019 but do
not present any
dividends declared in the statement of changes in equity for 2019. The
same presentation
issue exists for the interim period statements of cash flows included
in the filing. Please
reconcile and revise as appropriate.
Shaowei Zhang
FirstName LastNameShaowei ZhangCo., Ltd.
First High-School Education Group
Comapany5,NameFirst
February 2021 High-School Education Group Co., Ltd.
February
Page 4 5, 2021 Page 4
FirstName LastName
Notes to Unaudited Condensed Consolidated Financial Statements
16. Subsequent Events
(e) Corporate Restructuring, page F-76
11. We note you have determined the redeemable ordinary shares will be
classified as
mezzanine equity. Please tell us how you determined this treatment is
appropriate given
the guidance in FASB ASC 480-10-25-4 and how your current presentation
is
appropriate. If you conclude that treatment as a liability instead of
mezzanine equity is
appropriate, please tell us how you ascertained the redemption value.
12. We note from your balance sheet presentation and your disclosure here
that you have
retrospectively restated your equity section to include the effect the
IPO will have on the
Longwater shares. Specifically, upon completion of the IPO, the
Special Rights associated
with the Longwater shares will terminate, eliminating the need to
classify the liability
associated with the redemption provision outside equity. We also note
you have included
a signed audit opinion. Since the IPO has not yet occurred, the
presentation giving effect
to the removal of the Special Rights from the Longwater shares does
not appear
appropriate. Accordingly, it appears this presentation would prevent
your auditor from
expressing an opinion on the financial statements prior to the date of
the offering. Please
advise.
17. Pro Forma Balance Sheet and Earnings Per Ordinary Share, page F-78
13. We note on December 9, 2020 you made a distribution to your Parent and
reported it
within equity. Please tell us how you considered this payment in your
calculation of pro
forma earnings per share pursuant to the guidance in SAB Topic 1.B.3.
14. From disclosure elsewhere in your filing, of the dividends of RMB
52,734 declared in
2018 and previously unpaid, RMB 42,300 was paid in December 2020 and
the remaining
RMB 10,434 will be paid in the first quarter of 2021. Please tell us
how you considered
these payments in your calculation of pro forma earnings per share
pursuant to the
guidance in SAB Topic 1.B.3.
Exhibits
15. Please revise your legality opinion to remove the assumption contained
in paragraph 2.4.
In this regard, please note that it is inappropriate to assume readily
ascertainable facts.
16. Please revise paragraph 3.3 of the legality opinion to properly opine
as to the resale
shares. In this regard, we note that counsel is required to opine that
the resale shares are
currently legally issued, fully-paid, and non-assessable.
17. Please revise Section C.4 of Exhibit 99.2 to state that the disclosure
in the Taxation
section of the prospectus, to the extent it discusses PRC law, is the
opinion
of Jingtian & Gongcheng. Refer to Section III.B.2 of Staff Legal
Bulletin No. 19.
Shaowei Zhang
First High-School Education Group Co., Ltd.
February 5, 2021
Page 5
General
18. Please expand your disclosure to discuss, to the extent practicable and
including
quantification, the impact that COVID-19 has had and is likely to have on
your results of
operations. Refer to CF Disclosure Guidance: Topic No. 9.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Amy Geddes at (202) 551-3304 or Doug Jones at (202)
551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Daniel Morris at (202) 551-3314 or Lilyanna Peyser at (202) 551-3222
with any other
questions.
Sincerely,
FirstName LastNameShaowei Zhang
Division of Corporation
Finance
Comapany NameFirst High-School Education Group Co., Ltd.
Office of Trade & Services
February 5, 2021 Page 5
cc: Dan Ouyang, Esq.
FirstName LastName