• Key Excerpts
  • VIE Structure
  • VIE Risks
  • VIE Revenue
  1. Represents the 9,666,667 ordinary shares Mr. Peiqing Tian holds directly through his wholly-owned company, Four Season Education Holdings Limited, as of the date of this prospectus. Please refer to the beneficial ownership table in the section captioned “Principal and Selling Shareholders” for more information on Mr. Peiqing Tian’s beneficial ownership in our company prior to and immediately after this offering.
  2. Represents the 1,200,000 Series A preferred shares and 888,889 Series A-1 preferred shares Crimson Capital Partners III, L.P. holds directly and 444,444 ordinary shares Crimson Capital Partners III, L.P. holds through a wholly-owned entity, Sandhill Investment Holding Limited, as of the date of this prospectus. Please refer to the beneficial ownership table in the section captioned “Principal and Selling Shareholders” for more information on Crimson Capital Partners III, L.P.’s beneficial ownership in our company prior to and immediately after this offering.
  3. Represents the 2,100,000 ordinary shares Ms. Jun Guo holds through her wholly-owned company, Banya Holding Limited, as of the date of this prospectus. Please refer to the beneficial ownership table in the section captioned “Principal and Selling Shareholders” for more information on Ms. Jun Guo’s beneficial ownership in our company prior to and immediately after this offering.
  4. Assumes no exercise by the underwriters of their over-allotment option.
  5. Mr. Peiqing Tian, our Chairman and CEO, holds 100% equity interest in Shanghai Four Seasons Education and Training Co., Ltd.
  6. Mr. Peiqing Tian, our Chairman and CEO, and Mr. Peihua Tian, Mr. Peiqing Tian’s brother, hold 95% and 5% equity interests in Shanghai Four Seasons Education Investment Management Co., Ltd., respectively.
  7. Our learning centers that are registered as schools are parties to the exclusive service agreements entered into by and among our wholly-owned subsidiary, Shanghai Fuxi, each of our VIEs, their shareholders and relevant affiliated entities.

Key excerpts from filing(s) - related to VIEs

Foreign ownership in education services is subject to significant regulations in the PRC. The PRC government regulates the provision of education services through strict licensing requirements. PRC laws and regulations currently require a foreign entity that invests in the education business in China to be an educational institution with certain qualifications and experience in providing high quality education outside China.
Our Cayman Islands holding company is not an educational institution and does not provide education services.
Due to these restrictions, we conduct our after-school education business in the PRC primarily through contractual arrangements among (i) Shanghai Four Seasons Education and Training Co., Ltd., (ii) Shanghai Four Seasons Education Investment Management Co., Ltd., (iii) our relevant affiliated entities, and (iv) our VIEs’ shareholders, including Mr. Peiqing Tian and Mr. Peihua Tian.
The revenue contribution of our affiliated entities has historically accounted for 100.0% of our total revenues.
..these contractual arrangements may not be as effective as direct equity ownership in providing us with control over our VIEs and our learning centers. Any failure by our affiliated entities, including our VIEs and our learning centers controlled and held by our VIEs and the shareholders of our VIEs, to perform their obligations under the contractual arrangements would have a material adverse effect on the financial position and performance of our company.
Mr. Peiqing Tian is the controlling shareholder of Shanghai Four Seasons Education and Training Co., Ltd. and Shanghai Four Seasons Education Investment Management Co., Ltd. He is also the largest shareholder of our company. We cannot assure you that Mr. Peiqing Tian will act in the best interests of our company. We rely on Mr. Peiqing Tian to comply with the terms and conditions of the contractual arrangements.

Risks identified in filing(s) - related to VIEs

Our after-school education service business is subject to extensive regulation in the PRC. If the PRC government finds that the contractual arrangement that establishes our corporate structure for operating our business does not comply with applicable PRC laws and regulations, we could be subject to severe penalties.
The Draft Foreign Investment Law stipulates sweeping changes to the PRC foreign investment legal regime and has a significant impact on businesses in the PRC controlled by foreign invested enterprises primarily through contractual arrangements, such as our business.
We rely on contractual arrangements with our VIEs and their shareholders and relevant affiliated entities in the form of private non-enterprise institutions for our operations in the PRC, which may not be as effective in providing control as direct ownership.
Our largest shareholder, Mr. Peiqing Tian, may have potential conflicts of interest with us and not act in the best interests of our company.
Contractual arrangements between our VIEs and us may be subject to scrutiny by the PRC tax authorities and a finding that we or our affiliated entities owe additional taxes could materially reduce our net income and the value of your investment.
If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial condition and results of operations.
If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations could be materially and adversely affected.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC subsidiaries and affiliated entities, which could harm our liquidity and our ability to fund and expand our business.
Year Total Revenue VIEs Revenue Contribution of VIEs %
RMB (in millions)
2016 94 94 100%
2017 203 203 100%

Ownership and Voting power details

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