Four Seasons Education Files 2024 Annual Report

TL;DR

Four Seasons Education (Cayman) Inc. filed its 20-F for FY24 ending Feb 29. Check for impairment risks.

AI Summary

Four Seasons Education (Cayman) Inc. filed its 20-F report for the fiscal year ending February 29, 2024. The company, based in Shanghai, China, operates in the educational services sector. Key dates mentioned include the fiscal year end of 0228 and the filing date of 20240627. The filing references various financial and operational aspects, including potential goodwill and intangible asset impairments.

Why It Matters

This filing provides investors with an update on the financial health and operational status of Four Seasons Education, a key player in China's education sector.

Risk Assessment

Risk Level: medium — The filing mentions potential goodwill and intangible asset impairments, which could indicate underlying financial challenges.

Key Numbers

• 20240229 — Fiscal Year End (The report covers the period ending on this date.)
• 20240627 — Filing Date (The date the 20-F report was officially submitted to the SEC.)

Key Players & Entities

• Four Seasons Education (Cayman) Inc. (company) — Filer of the 20-F report
• 0000950170-24-078480 (accession_number) — Accession number for the filing
• 20240229 (date) — Conformed period of report
• 20240627 (date) — Filed as of date
• Shanghai (location) — City of business and mail address
• China (country) — Country of operations
• JuYiming (person) — Mentioned in relation to fiscal year 2023-2024
• YangHuining (person) — Mentioned in relation to fiscal year 2023-2024
• MaLichao (person) — Mentioned in relation to fiscal year 2023-2024
• YangHongguan (person) — Mentioned in relation to fiscal year 2023-2024

FAQ

Key Financial Figures

• $0.0001 — ting ten ordinary shares, par value US$0.0001 per share * FEDU New York Stock Exc
• $ — o the legal currency of China; and "US$," "U.S. dollar," "U.S. dollars," "$" an
• $1 — been made at the rate of RMB7.1977 to US$1.00, being the noon buying rate in The C

Filing Documents

• fedu-20240229.htm (20-F) — 6023KB
• fedu-ex4_25.htm (EX-4.25) — 164KB
• fedu-ex4_26.htm (EX-4.26) — 127KB
• fedu-ex4_27.htm (EX-4.27) — 141KB
• fedu-ex4_28.htm (EX-4.28) — 114KB
• fedu-ex4_29.htm (EX-4.29) — 14KB
• fedu-ex4_30.htm (EX-4.30) — 14KB
• fedu-ex4_31.htm (EX-4.31) — 113KB
• fedu-ex4_32.htm (EX-4.32) — 1010KB
• fedu-ex4_33.htm (EX-4.33) — 554KB
• fedu-ex4_34.htm (EX-4.34) — 17KB
• fedu-ex8_1.htm (EX-8.1) — 59KB
• fedu-ex12_1.htm (EX-12.1) — 13KB
• fedu-ex12_2.htm (EX-12.2) — 13KB
• fedu-ex13_1.htm (EX-13.1) — 8KB
• fedu-ex13_2.htm (EX-13.2) — 8KB
• fedu-ex15_1.htm (EX-15.1) — 3KB
• fedu-ex15_3.htm (EX-15.3) — 8KB
• fedu-ex15_4.htm (EX-15.4) — 7KB
• fedu-ex97_1.htm (EX-97.1) — 50KB
• img194538829_0.jpg (GRAPHIC) — 12KB
• img194538829_1.jpg (GRAPHIC) — 2KB
• img194538829_2.jpg (GRAPHIC) — 3KB
• img194538829_3.jpg (GRAPHIC) — 3KB
• img194538829_4.jpg (GRAPHIC) — 3KB
• img228878438_0.jpg (GRAPHIC) — 1208KB
• img228878438_1.jpg (GRAPHIC) — 1208KB
• 0000950170-24-078480.txt ( ) — 27571KB
• fedu-20240229.xsd (EX-101.SCH) — 2072KB
• fedu-20240229_htm.xml (XML) — 4118KB

Item 18

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 4 1 Table of Contents TA BLE OF CONTENTS Page INTRODUCTION 4

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 6 PART I 7 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 7 ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE 7 ITEM 3 KEY INFORMATION 7 ITEM 4. INFORMATION ON THE COMPANY 71 ITEM 4A. UNRESOLVED STAFF COMMENTS 109 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 110 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 126 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 135 ITEM 8. FINANCIAL INFORMATION 136 ITEM 9. THE OFFER AND LISTING 137 ITEM 10. ADDITIONAL INFORMATION 138 ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 151 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 151 PART II 153 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 153 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 153 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 153 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 155 ITEM 16B. CODE OF ETHICS 155 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 155 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 155 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 155 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 156 ITEM 16G. CORPORATE GOVERNANCE 156 ITEM 16H. MINE SAFETY DISCLOSURE 156 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 156 ITEM 16J. INSIDER TRADING POLICIES 156 ITEM 16K. CYBERSECURITY 156 PART III 158 ITEM 17

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 158 2 Table of Contents ITEM 18

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 158 ITEM 19. EXHIBITS 158 3 Table of Contents INTRODUCTION Unless otherwise indicated and except where the context otherwise requires: "parent" refers to Four Seasons Education (Cayman) Inc., a Cayman Islands holding company; "shares" or "ordinary shares" refer to our ordinary shares, par value US$0.0001 per share; "variable interest entities" or "VIEs" refers to Shanghai Luoliang Network Technology Co., Ltd. (formally known as Shanghai Four Seasons Education and Training Co., Ltd.) and Shanghai Four Seasons Education Investment Management Co., Ltd, and their subsidiaries, 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 these entities. Our reference to control over the VIEs and their subsidiaries and our position of being the primary beneficiary of the VIEs and their subsidiaries for the accounting purposes are strictly in the context of the conditions that we met for consolidation of the VIEs under U.S. GAAP. Such conditions include that (i) we have the power to govern the activities which most significantly impact the VIEs and their subsidiaries' economic performance, (ii) we are contractually obligated to absorb losses of the VIEs and their subsidiaries that could potentially be significant to the VIEs and their subsidiaries, and (iii) we are entitled to receive benefits from the VIEs and their subsidiaries that could potentially be significant to the VIEs and their subsidiaries. Only if we meet the aforementioned conditions for consolidation of the VIEs and their subsidiaries under U.S. GAAP, we will be deemed as the primary beneficiary of the VIEs and their subsidiaries, and the VIEs and their subsidiaries will be consolidated in our consolidated financial statements for accounting purposes; "K-12" refers to th

IDENTITY OF DIRECTORS, S ENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, S ENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INF ORMATION

ITEM 3. KEY INF ORMATION Our Holding Company Structure and Contractual Arrangements with the VIEs Four Seasons Education (Cayman) Inc. is not an operating company in the People's Republic of China ("China" or "PRC"), but a Cayman Islands holding company which does not conduct operations and has no equity ownership in the VIEs. PRC laws and regulations place certain restrictions on direct foreign investment ownership of China-based companies, and also places separate restrictions on foreign investment in the private education businesses. Accordingly, we conduct operations in the PRC principally through contractual arrangements among (i) our WFOE, namely Shanghai Fuxi Information Technology Service Co., Ltd., or Shanghai Fuxi, (ii) variable interest entities consolidated under U.S. GAAP, or the VIEs, namely Shanghai Luoliang Network Technology Co., Ltd. (formally known as Shanghai Four Seasons Education Training Co., Ltd.) and Shanghai Four Seasons Education Investment Management Co., Ltd., limited liability companies established under PRC law, and their subsidiaries, and (iii) the shareholders of the VIEs, which provides investors with exposure to foreign investment in the Chinese operating companies. Net revenues contributed by the VIEs accounted for 100%, 97.6% and 99.3% of our net revenues in the fiscal years ended February 28, 2022, 2023 and February 29, 2024, respectively. As used in this annual report, "we," "us," "our company," and "our" refers to the Parent, a Cayman Islands company, and its subsidiaries. The VIEs are consolidated for accounting purposes when describing the consolidated financial information. Investors of our ADSs are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in the Parent, a holding company incorporated in the Cayman Islands, and may never hold equity interests in the VIEs. Our reference to control over the VIEs and our position of being the primary beneficiary of the VIEs for the ac

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View this 20-F filing on SEC EDGAR