United States securities and exchange commission logo
February 24, 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 February 10,
2021
File No. 333-252076
Dear Mr. Zhang:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
February 5, 2021 letter.
Amended Registration Statement on Form F-1
Uncertainties exist in relation to new legislation, page 17
1. We note your response
to prior comment 2. Please revise to clarify whether you have, or
will seek, an opinion
from legal counsel as to the legality of your contractual
arrangements under the
Opinions issued on August 17, 2020.
Our dual-class share structure with different voting rights, page 50
2. In response to prior
comment 4, we note that you have added disclosure to address the
risks that Series A
holders may experience dilution and loss of voting power due to
Shaowei Zhang
First High-School Education Group Co., Ltd.
February 24, 2021
Page 2
future issuances and conversions of Class B shares. In light of your
expanded risk factor
discussion, please revise your risk factor heading accordingly.
Capitalization, page 64
3. It appears the re-designation of ordinary shares into Class A and B
ordinary shares is to
occur and would be presented in the "Pro Forma as Adjusted" column.
However, it
appears the current presentation does not reflect this. Please advise
and revise as
appropriate.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Operating activities, page 94
4. We note the revisions made in response to prior comment 6. Your
revised presentation
discusses changes between net income and operating cash flows within
each period
reported. However, the analysis should focus on a description of the
reasons underlying
material changes in cash flows of operating activities between
periods, including material
changes within a period that offset one another. Please revise your
presentation as
appropriate.
Principal and Selling Shareholders, page 146
5. We note your response to prior comment 8. However, please note that
the requirement to
disclose natural persons with beneficial ownership is not qualified by
ownership of 25%
or more of the entity or by a distinction between management and
non-management
employees. Please disclose the natural person(s) with voting and
dispositive control over
the securities held by the entities in your table.
Consolidated Statement of Cash Flows, page F-9
6. We note your response to prior comment 10. Pursuant to ASC 230-10-50-3,
the purpose
of the supplemental schedule of non-cash investing and financing
activities is to provide
information about non-cash activities that occurred during a period that
affect recognized
assets or liabilities but that do not result in cash receipts or cash
payments in the period,
and not the carryover of remaining unpaid balances from period to period
as your
response suggests. Your current supplemental disclosure for 2019 and
latest interim
period indicates unpaid dividends were declared in each of these
periods, when it appears
from your statements of changes in equity no dividends were declared in
these periods.
FirstName LastNameShaowei Zhang
Accordingly, it appears the unpaid dividend declared in 2018 should be
presented only in
Comapany
2018,NameFirst High-School
unless unpaid dividendsEducation Group
were in fact Co., Ltd.
declared in 2019 that
should be presented in
equity.
February Please
24, 2021 Pagerevise
2 or advise, as appropriate.
FirstName LastName
Shaowei Zhang
FirstName LastNameShaowei ZhangCo., Ltd.
First High-School Education Group
Comapany24,
February NameFirst
2021 High-School Education Group Co., Ltd.
February
Page 3 24, 2021 Page 3
FirstName LastName
Exhibits
7. We note that Paragraph 3.4 of Exhibit 5.1 assumes that the purchase
price for the resale
shares has been paid in full. Please remove this assumption from the
opinion.
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,
Division of
Corporation Finance
Office of Trade &
Services
cc: Dan Ouyang, Esq.