SEC Comment Letter 0000000000-24-001171 to First High-School Education Group Co., Ltd. (CIK 0001786182)
First High-School Education Group Co., Ltd. (CIK 0001786182)
Date: Jan. 30, 2024 · CIK: 0001786182 · Accession: 0000000000-24-001171
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File numbers found in text: 001-40150
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United States securities and exchange commission logo
January 30, 2024
Tommy Zhou
Chief Financial Officer
First High-School Education Group Co., Ltd.
No. 1-1, Tiyuan Road, Xishan District
Kunming, Yunnan Province 650228
People’s Republic of China
Re:First High-School Education Group Co., Ltd.
Form 20-F for Fiscal Year Ended December 31, 2022
Response dated December 22, 2023
File No. 001-40150
Dear Tommy Zhou:
We have reviewed your December 22, 2023 response to our comment letter and have the
following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 8,
2023 letter.
Form 20-F for Fiscal Year Ended December 31, 2022
General
1.We note your structure chart in response to prior comment 2. Please name the sponsor(s)
and their respective interest(s) for the ten schools in Yunan province and Wenshan Long-
Spring Experimental Secondary School.
2.We note your response to prior comment 7 and reissue. We note your explanation that the
uses of "we" and "our" are intended to include substantive operations performed by the
VIE. However, please refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE so that it is clear to investors which entity the disclosure is
referencing and which subsidiaries or entities are conducting business
operations. Please provide your proposed revised disclosure for the rest of you annual
FirstName LastNameTommy Zhou
Comapany NameFirst High-School Education Group Co., Ltd.
January 30, 2024 Page 2
FirstName LastName
Tommy Zhou
First High-School Education Group Co., Ltd.
January 30, 2024
Page 2
report. In particular, we note uses of "we" and "our" in Item 4 that includes activities
performed by the VIE and your disclosure on page 70 that the VIE owns the schools.
3.We note your response to prior comment 4 and we reissue. Please provide a cross-refence
for each of the summary risk factors in the section titled "Risks related to doing business
in China." In this light, in response to our prior comment, it appears that you have only
included cross-references on some of the summary risk factors in this section.
Please 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
Nicholas Nalbantian at 202-551-7470 or Cara Wirth at 202-551-7127 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Yu Ma, Esq.