SEC Comment Letter for First High-School Education Group Co., Ltd. (CIK 0001786182) — Mar 25, 2020
First High-School Education Group Co., Ltd. (CIK 0001786182)
Date: March 25, 2020 · CIK: 0001786182 · Accession: 0000000000-20-002621
AI Filing Summary & Sentiment
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March 25, 2020 Shaowei Zhang Chief Executive Officer First High-School Education Group Co., Ltd. No.1, Tiyuan Road, Xishan District Kunming, Yunnan Province 650228 The Peoples Republic of China Re:First High-School Education Group Co., Ltd. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted March 9, 2020 CIK No. 0001786182 Dear Mr. Zhang: We have reviewed your amended draft 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 providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. 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 the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Form F-1 DRS/A1 filed March 9, 2020 Critical Accounting Policies Share-Based Compensation, page 85 1.We have read your respond to comment 5. The per share price on page 85 is not consistent with the per share price presented in Note 12. Since you indicate in the financial statements that per share amounts are not in thousands, please ensure the per share price disclosed in Note 12 represents the actual price per share.
FirstName LastNameShaowei Zhang Comapany NameFirst High-School Education Group Co., Ltd. March 25, 2020 Page 2 FirstName LastName Shaowei Zhang First High-School Education Group Co., Ltd. March 25, 2020 Page 2 Description of American Depositary Shares Jurisdiction and Arbitration, page 148 2.We note your disclosure that the arbitration provisions in the deposit agreement "do not preclude ADS holders from pursuing claims under the U.S. federal securities laws in federal courts." Please tell us whether the arbitration provisions preclude ADS holders from pursuing claims under the U.S. federal securities laws in state courts. If they do not, please revise your disclosure accordingly. If they do, we may have further comment. In addition, if the provisions do not apply to claims under the U.S. federal securities laws, please ensure that the provision in the deposit agreement clearly states that this is the case. 3.We note your revised disclosure in response to our prior comment 15. Please revise your disclosure to address any uncertainty about the enforceability of the exclusive forum provision contained in the deposit agreement. In addition, please revise your disclosure on page 149 to state, if true, that the deposit agreement provides that the federal and state courts of New York have exclusive jurisdiction to determine disputes arising from the agreement (as opposed to either federal or state courts in New York having exclusive jurisdiction). General 4.In an appropriate places in your prospectus, please revise your disclosure to explain how the continued spread of COVID-19, its impact on the global economy, and the ways that it has altered and will continue to alter the daily practices of citizens around the world (including, for example, continued quarantining and school closures) could impact your results, even if it continues to be uncertain as to the extent of any impact. Please disclose any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations related to COVID-19. See Item 303(a)(3)(ii) of Regulation S-K. You may contact Amy Geddes, Staff Accountant at 202-551-3304 or Jim Allegretto, Senior Advisor at 202-551-3849 if you have questions regarding comments on the financial statements and related matters. Please contact Scott Anderegg, Staff Attorney at 202-551-3342 or Lilyanna Peyser, Special Counsel at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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March 25, 2020
Shaowei Zhang
Chief Executive Officer
First High-School Education Group Co., Ltd.
No.1, Tiyuan Road, Xishan District
Kunming, Yunnan Province 650228
The Peoples Republic of China
Re:First High-School Education Group Co., Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted March 9, 2020
CIK No. 0001786182
Dear Mr. Zhang:
We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form F-1 DRS/A1 filed March 9, 2020
Critical Accounting Policies
Share-Based Compensation, page 85
1.We have read your respond to comment 5. The per share price on page 85 is not
consistent with the per share price presented in Note 12. Since you indicate in the
financial statements that per share amounts are not in thousands, please ensure the per
share price disclosed in Note 12 represents the actual price per share.
FirstName LastNameShaowei Zhang
Comapany NameFirst High-School Education Group Co., Ltd.
March 25, 2020 Page 2
FirstName LastName
Shaowei Zhang
First High-School Education Group Co., Ltd.
March 25, 2020
Page 2
Description of American Depositary Shares
Jurisdiction and Arbitration, page 148
2.We note your disclosure that the arbitration provisions in the deposit agreement "do not
preclude ADS holders from pursuing claims under the U.S. federal securities laws in
federal courts." Please tell us whether the arbitration provisions preclude ADS holders
from pursuing claims under the U.S. federal securities laws in state courts. If they do not,
please revise your disclosure accordingly. If they do, we may have further comment. In
addition, if the provisions do not apply to claims under the U.S. federal securities laws,
please ensure that the provision in the deposit agreement clearly states that this is the case.
3.We note your revised disclosure in response to our prior comment 15. Please revise your
disclosure to address any uncertainty about the enforceability of the exclusive forum
provision contained in the deposit agreement. In addition, please revise your disclosure on
page 149 to state, if true, that the deposit agreement provides that the federal and state
courts of New York have exclusive jurisdiction to determine disputes arising from the
agreement (as opposed to either federal or state courts in New York having exclusive
jurisdiction).
General
4.In an appropriate places in your prospectus, please revise your disclosure to explain how
the continued spread of COVID-19, its impact on the global economy, and the ways that it
has altered and will continue to alter the daily practices of citizens around the world
(including, for example, continued quarantining and school closures) could impact your
results, even if it continues to be uncertain as to the extent of any impact. Please disclose
any known trends or uncertainties that have had or that you reasonably expect will have a
material favorable or unfavorable impact on net sales or revenues or income from
continuing operations related to COVID-19. See Item 303(a)(3)(ii) of Regulation S-K.
You may contact Amy Geddes, Staff Accountant at 202-551-3304 or Jim Allegretto,
Senior Advisor at 202-551-3849 if you have questions regarding comments on the financial
statements and related matters. Please contact Scott Anderegg, Staff Attorney at 202-551-3342 or
Lilyanna Peyser, Special Counsel at 202-551-3222 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services